COMMITMENT TO SERVE report/EFFICEN-AnnualReport2… · List of Properties 79 Analysis of Shareholdings 80 Notice of Annual General Meeting 83 Proxy Form ... on 22 January 2009. During

COMMITMENT TO SERVE

Efficient E-Solutions BerhadAnnual Report 2009

Efficient E-Solutions Berhad (632479 H) A

nnual Report 2009

Efficient E-Solutions Berhad (632479 H)

No 3 Jalan Astaka U8/82, Taman Perindustrian Bukit Jelutong, Seksyen U8 Bukit Jelutong, 40150 Shah Alam, Selangor Darul EhsanTel : +603 7845 2555 Fax : +603 7842 3155 Homepage : www.efficient.com.my

®

Contents

Chairman’s Statement 3

Corporate Information 6

Corporate Structure 7

Board of Directors’ Profile 8

Audit Committee Report 10

Corporate Governance Statement 13

Internal Control Statement 17

Additional Compliance Information 18

Financial Statements 20

List of Properties 79

Analysis of Shareholdings 80

Notice of Annual General Meeting 83

Proxy Form

Cover Rationale

Consistent with our yearly tradition of striving for a quantum leap in delivering and setting service benchmark for our industry, we have embarked on a new initiative to demonstrate our commitment to SERVE which translate to the following service value and behaviors:

• Smile cheerfully

• Enquire sincerely

• Response promptly

• Verify solution• Extend help

The bees on the cover represent each and every entity in the Efficient Group working together serving our internal and external customers based on our SERVE value. The hive represents Efficient Group’s solid foundation, built on a unique architecture supported by a group of dedicated staff, the state of the art technology and processes on innovative products and services.

A Name You Can Trust

COMMITMENT TO SERVE

2 Efficient E-Solutions BerhadAnnual Report 2009

OurVision

To be a Trusted and Preferred Business Process Outsourcing (BPO) service provider to organisations in key segments of economies in the region and beyond

OurMission

We strive to delight our customers with BPO services that use cutting edge technologies and best practices, enabled by committed people and innovative processes that protect the integrity and security of our customer’s data and documents

3Efficient E-Solutions BerhadAnnual Report 2009

Chairman’s statement

On behalf of the Board of Directors of EFFICIENT

E-SOLUTIONSBERHAD (“EFFICIENT”), it is my pleasure

to present the Annual Report and the Audited Financial

Statements of EFFICIENT Group for the financial year ended

31 December 2009.

Financial PerFormance

EFFICIENT Group’s net profit increased 5.7% to RM16.7 million in the financial year ended 31 December 2009 from RM15.8 million in the previous year on the back of higher revenue. The Group’s revenue for the financial year rose 10.0% to RM65.5 million compared to RM59.5 million in the preceding year. The revenue and net profit have continued to grow for the 5th consecutive year since EFFICIENT was first listed in January 2005.

The high revenue and profit were contributed by the increase in data printing volume from existing and new customers and on-going demand for the software application development services rendered in relation to data capture and conversion.

Earnings per share improved to 2.54 sen from 2.40 sen. The Group’s balance sheet continue to strengthen with a total net assets expanded by 18.6% to RM98.3 million from RM82.8 million a year ago while the net cash balances stood at RM33.4 million.

During the financial year, EFFICIENT, for the 2nd consecutive year, has received an award as one of the eight Malaysian companies that made Forbes Asia’s fifth annual Best Under A Billion list. Forbes selected the best 200 small and medium sized companies from a pool of over 12,000 listed firms with sales of under US$1bil in the Asia-Pacific region. The selection was based on consistent growth of both sales and profits over three years.

DiviDenD

A first interim tax exempt dividend of 2.0% per ordinary share of RM0.10 each for the financial year ended 31 December 2009 was paid on 3 July 2009.

Dato’ abDul latiF bin abDullahChairman / Independent Non-Executive Director


The Company further declared a second interim tax exempt dividend of 1.5% and a special tax exempt dividend of 13.5% per ordinary share of RM0.10 each for the financial year. The dividends were paid on 2 April 2010.

corPorate DeveloPment

The Company has, on 24 February 2010, obtained shareholders’ approval to establish an Executives’ Share Option Scheme (ESOS). The ESOS allows the granting of options to the eligible Executives and Executive Directors of the Company and its subsidiaries to subscribe for new shares up to a maximum of 15% of the issued and paid-up share capital of the Company at any point in time during the tenure of the ESOS, subject to the terms and conditions of the By-Laws approved by the shareholders.

Quality assurance

The Group continues to demonstrate strong commitment in implementing the best business practices via continual business improvement programs.

Efficient MailCom Sdn Bhd (“EMC”), a wholly owned subsidiary of EFFICIENT, was ISO9001:2000 certified by BSI and endorsed by United Kingdom Accreditation (“UKAS”) on 22 January 2009. During the year, EMC has undertaken QMS surveillance audit on its quality management system and demonstrated compliance with the newly revised ISO9001:2008.

EMC emphasized the importance of information security in safeguarding all the confidential data including those of its customers. On 23 October 2009, EMC was ISO 27001:2005 certified for its data print and data capture services at Bukit Jelutong Facility by SIRIM and endorsed by UKAS.

inDustry trenD anD DeveloPment

EFFICIENT Group has registered a significant growth in Data and Document Processing which was in tandem with the growth in the banking and finance, insurance and telecommunication industries as majority of its customers are from these segments.

Although the prevailing low interest rates and the RM50 tax on credit cards has impacted the fixed deposits and credit card segment, the saving accounts and demand deposit segment has been expanding. (Source: Bank Negara Malaysia) Barring unforeseen circumstances, EFFICIENT is positive it can maintain its growth as a result of its banking customers taking a more aggressive stance to gain market share. With more product and services offered by banking customers the demand for DDP will grow in tandem, by virtue of our commanding market share, we are expected to be the first to benefit from the growth.

Chairman’s statement (Cont’d)


EFFICIENT continuous commitment in R&D has enhanced its EBP with the new e-billing presentment software to cater for the needs of existing customers and prospective customers that may opt to migrate to electronic billings as an alternative. This forward looking initiative is consistent with its mission to provide cutting edge technologies and innovative processes apart from mitigating anticipated loss of revenue arising from the postage hike thus creating a win-win situation with its customers.

corPorate social resPonsibility

Social responsibility is an integral part of EFFICIENT’s business philosophy. In line with this philosophy, the Group has taken proactive steps in making contributions toward the local community. The initiatives undertaken include offering graduate placement programs, providing food subsidy to all the employees, relationship building programme such as sports competition between our valuable customers, suppliers and employees.

On 26 March 2010, in conjunction with the earth hour, the Company launched a campaign on “Save Our Earth”. This campaign served to remind each employee of their responsibility towards protecting the earth by practising the “3R” (Reduce, Reuse,

Recycle).

ProsPect

The Group will continue to invest in R&D to better enhance the technologies and solutions provided and to embark on initiatives to sharpen its service level and management quality.

The Board is confident that the Group will continue to record positive results in the financial year ending 31 December 2010.

aPreciation

On behalf of the Board of Directors, I would like to record my sincere appreciation to all our valued customers, shareholders and business partners for their continuous support, guidance and confidence.

My appreciation also goes to the management and staff for their effort, perseverance and unwavering dedication and commitment.

I would also like to take this opportunity to thank my fellow Board members for their active participation and contribution at all Board and Committee meetings.

Dato’ abDul latiF bin abDullahChairman

Chairman’s statement (Cont’d)


Corporate information

boarD oF Directors

Dato’ abdul latif bin abdullahChairman / Independent Non-Executive Director

vincent cheah chee KongManaging Director

victor cheah chee WaiExecutive Director

esther soon yoke lengExecutive Director

Datuk syed hussian bin syed JunidIndependent Non-Executive Director

shaik aqmal bin shaik allaudinNon-Independent Non-Executive Director

ho hin choyIndependent Non-Executive Director

auDit committee

Datuk syed hussian bin syed JunidChairman

Dato’ abdul latif bin abdullahMember

ho hin choyMember

comPany secretaries

esther soon yoke lengMAICSA 7002027

Zoe lim hoon hwaMAICSA 7031771

chong chen tongMIA 11548

registereD oFFice

No. 3, Jalan Astaka U8/82Taman Perindustrian Bukit JelutongSeksyen U8, Bukit Jelutong40150 Shah AlamSelangor Darul EhsanTel : 03 7845 2555Fax : 03 7842 3155Homepage: www.efficient.com.my

share registrar

Symphony Share Registrars Sdn BhdLevel 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : 03 7841 8000Fax : 03 7841 8151 / 03 7841 8152

auDitors

Poh & Co (AF 0587)Chartered Accountants19-1 Jalan 3/146Bandar Tasik Selatan57100 Kuala LumpurTel : 03 9057 7222Fax : 03 9057 7700

solicitors

Scully & YoonLee Hishammuddin Allen & Gledhill

PrinciPal banKers

AmBank (M) BerhadAlliance Bank Malaysia BerhadAffin Bank Berhad

stocK exchange listing

Main Market of Bursa Malaysia Securities Berhad


Corporate struCture

eFFicient e-solutions berhaDA Name You Can Trust

R


R


R


Refficient softech sdn bhd

regalia solutions

sdn bhd

regalia records

management sdn bhd

100%

efficient mailcom

sdn bhd

100%

100%

Printegrate

sdn bhd

30%

100%

efficient international

sdn bhd

30%

REGALIA SOLUTIONS SDN BHD


Board of direCtors’ profile

Dato ’ abDul latiF bin abDullahMalaysian, aged 60 years

was appointed as the Chairman and an Independent Non-Executive Director of EFFICIENT on 2 August 2004. He is a member of the Audit Committee. He gained his Bachelor of Arts (Hons) degree in International Relations from University Malaya in 1975, Master of Science (Marine Law & Policy) from University of Wales (UWIST) in 1981, Senior Management Development Program from Harvard Business School in 1992 and a member of the Chartered Institute of Logistics & Transport, UK in 1990.

He started his career in 1975 with the Ministry of Foreign Affairs attached to the West Asian Desk. He then joined the Malaysian International Shipping Corporation Berhad as an Executive, Liner Division. From 1982 to 1992, he was with Perbadanan Nasional Shipping Line Berhad (“PNSL”) and was instrumental in the formation and heading a number of subsidiaries and joint venture companies with the PNSL Group. He was then the General Manager, Business and Corporate Division before opting to joint Mitsui OSK Lines (M) Sdn Bhd in 1990 as a founder Director and remains as Chairman after his retirement in 2005.

He was previously the Executive Chairman of Realmild (M) Sdn Bhd and Chairman of Radicare (M) Sdn Bhd and Labuan Shipyard & Engineerig Sdn Bhd. He was the Chairman of Penang Port Sdn Bhd from January 2004 to December 2009, Chairman of the International Shipowners’ Association of Malaysia from 1998 to 2008 and was Vice-Chairman of the Malaysian Shipowners’ Association.

Presently, Dato’ Abdul Latif serves as Chairman of several other corporations, namely Ancom Logistics Berhad (formerly known as Tamco Corporate Holdings Berhad) and Amanah Raya Asian Finance Islamic Marine Fund. He also served as Deputy Chairman of Ekowood International Berhad and hold directorship in various private company in Malaysia.

vincent cheah chee KongMalaysian, aged 51 years

was appointed as the Managing Director of EFFICIENT on 21 January 2004. He holds a Bachelor of Arts (General Political Science) degree from the University of Waterloo, Canada. He has over 20 years of experience as an entrepreneur in various industries such as outsourcing services, information technology, security systems, garment manufacturing, food & beverage and government supplies. He was one of the pioneering members of Efficient MailCom Sdn Bhd, a wholly owned subsidiary of EFFICIENT, which he joined in 1990.

He is responsible for formulating and implementing business policies and corporate strategies of the Group and has been instrumental in spearheading the progress and development of the Group to ensure organizational effectiveness. He also sits on the board of several other private limited companies.

victor cheah chee WaiMalaysian, aged 40 years

was appointed as an Executive Director of EFFICIENT on 21 January 2004. He is a member of the ESOS Committee. He graduated from the University of Newcastle, Sydney in 1992 with a Bachelor of Commerce degree, major in Accounting and Marketing. In May 2008, he attended the Owner / President Management Programme at Harvard Business School, Boston, United States.

He started his career with Sime Darby Berhad in 1992 in the field of marketing and subsequently transferred to Chubb (M) Sdn Bhd, a subsidiary of Sime Darby Berhad in charge of project sales to banking institutions. In 1997, he joined Efficient MailCom Sdn Bhd, a wholly owned subsidiary of EFFICIENT, as a Director.

He is responsible for the marketing and operations of the Group. He has been involved in the implementation of major projects of the Group in the area of banking statement printing, insurance company policy printing, scanning and archiving of security documents. He was instrumental in the setting up of the Shah Alam facilities, which incorporated the requirements of banking institutions and insurance companies especially in the area of data securities. He also sits on the board of several other private limited companies.

esther soon yoKe lengMalaysian, aged 49 years

was appointed as an Executive Director of EFFICIENT on 21 January 2004. She is the Joint Company Secretary of EFFICIENT. She graduated from the Institute of Chartered Secretaries and Administrators (ICSA), UK under the finance stream and is currently an associate member of the Malaysian Institute of Chartered Secretaries and Administrators. In May 2008, she attended the Owner / President Management Programme at Harvard Business School, Boston, United States.

She has over 20 years of experience in financial services and senior management. Her experience encompassed financial management, corporate services, strategic human resources planning and leadership development.


Board of direCtors’ profile (Cont’d)

She was one of the pioneering members of Efficient MailCom Sdn Bhd, a wholly owned subsidiary of EFFICIENT, which she joined in 1990 and has been instrumental in establishing and managing the initial operations of the company. She is responsible for the strategic human resources planning and leadership development, secretarial and administrative functions of the Group. She also sits on the board of several other private limited companies.

DatuK syeD hussian bin syeD JuniDMalaysian, aged 49 years

was appointed as an Independent Non-Executive Director of EFFICIENT on 2 August 2004. He is the Chairman of the Audit Committee and ESOS Committee. He started his career with The American Malaysian Insurance Sdn Bhd as a Trainee Executive in 1982. In 1986, he was promoted as the Penang Branch Manager. Later in 1989, he was promoted as the Regional Manager covering Penang, Perlis, Kedah and Perak. Currently he is the Senior Director of Business Operations & Sales Support for Asia in Western Digital Sdn Bhd, a company involved in the manufacture of hard-disc drives. He also sits on the board of various other private limited companies.

shaiK aQmal bin shaiK allauDinMalaysian, aged 42 years

was appointed as a Non-Executive Director of EFFICIENT on 22 February 2006. He graduated from the Hawaii Pacific University, USA with a Bachelor of Science degree in Marketing. He is the Managing Director of VPI International Sdn Bhd. He is an accomplished professional in the area of information system, software development and implementation for financial institutions and services industry.

Prior to setting up VPI International Sdn Bhd, he was the Marketing Director for the Asia Pacific Region for SSQC Technologies, a NASDAQ Listed Company. He also sits on the board of various other private limited companies.

ho hin choyMalaysian, aged 45 years

was appointed as an Independent Non-Executive Director of EFFICIENT on 26 February 2007. He is a member of the Audit Committee and ESOS Committee He graduated from the University of New South Wales, Sydney with a Bachelor of Commerce degree in Accounting. He also holds a Diploma in Marketing from Chartered Institute of Marketing (United Kingdom). He is also a Chartered

Accountant with the Malaysian Institute of Accountants and a CFP professional. He started his career in 1987 with Bland and Partners, Sydney as an audit and tax agent. In 1998, he joined Touche Ross & Co, England as an exchange trainee. He joined Price Waterhouse, Singapore in 1988 as an Auditor. In 1990, he joined DHL International (S) Pte Ltd, Singapore, as a Financial Accountant and subsequently, in 1991, he joined DHL Worldwide Express Sdn Bhd as a Finance Manager. Since 1995, he has been a Capital Markets Services Representative with Public Investment Bank Bhd. He also sits on the board of various other private limited companies in Malaysia.

Family relationshiPs

None of the directors of the Company have any family relationship with any other directors and / or major shareholders of the Company except Mr Vincent Cheah Chee Kong who is the brother of Mr Victor Cheah Chee Wai.

conFlict oF interests

There is no conflict of interest between the Directors and the Group except for the related party transactions disclosed in the Circular to Shareholders dated 4 June 2010.

conviction For oFFences

None of the Directors has been convicted of any offences (excluding traffic offences, if any) within the last 10 years.

boarD meetings

A total of 4 Board Meetings were held during the financial year ended 31 December 2009. The record of attendance is as follows:-

no. of meeting attended

Dato’ Abdul Latif bin Abdullah 3/4

Vincent Cheah Chee Kong 3/4

Victor Cheah Chee Wai 4/4

Esther Soon Yoke Leng 4/4

Datuk Syed Hussian bin Syed Junid 4/4

Shaik Aqmal bin Shaik Allaudin 3/4

Ho Hin Choy 4/4


audit Committee report

The Audit Committee comprises the following directors:

chairman

Datuk syed hussian bin syed JunidIndependent Non-Executive Director

members

Dato’ abdul latif bin abdullahIndependent Non-Executive Director

ho hin choyIndependent Non-Executive Director

meetings

A total of 4 Audit Committee Meetings were held during the financial year ended 31 December 2009. The record of attendance is as follows:-

no. of meeting attended

Datuk Syed Hussian bin Syed Junid 4/4

Dato’ Abdul Latif bin Abdullah 3/4

Ho Hin Choy 4/4

summary oF activities oF the committee

During the financial year ended 31 December 2009, the activities of the Audit Committee covered, amongst others, the following:

• Reviewed thequarterlyandannual financialstatementsofthe Company and the Group prior to submission to the Board of Directors for consideration and approval.

• Reviewed and approvedof the establishment of in-houseinternal audit department and the appointment of internal auditor.

• Approvedtheauditcharterandauditplanoftheinternalaudit department.

• Reviewedthe internalauditreportsandconsiderationofthe findings and management’s responses thereto.

• Reviewedanddiscussedwithexternalauditorstheissuesarising from the statutory audit and the audit report.

• Discussedproblemsandreservationarisingfromexternalaudit, and any matter the external auditors may wish to discuss.

• Reviewed the procedure of Recurrent Related PartyTransactions (RRPT).

• ReviewedRRPT,RelatedPartyTransactionsandconflictof interest that may arise within the Group.

• Consider the performance of the external auditors andrecommended their re-appointment to the Board.

In addition, the Audit Committee had after the financial year ended 31 December 2009, reviewed the following:

• Thefinancialresultsforthequarterended31December2009;

• The audited financial statements for the financial yearended 31 December 2009;

• TheInternalControlStatement;

• TheCorporateGovernanceStatement;and

• TheAuditCommitteeReport.

statement oF veriFication on allocation unDer share scheme For emPloyees

There was no ESOS allocation for the financial year ended 31 December 2009. There is no option offered to non-executive directors pursuant to the ESOS By-Law.


audit Committee report (Cont’d)

internal auDit Function

The Company has engaged an Internal Auditor to assist the Audit Committee and the Board in the effective discharge of their responsibilities and functions. The Internal Audit Department reports administratively to the Executive Director and functionally to the Audit Committee and is guided by its Audit Charter in its independent appraisal function. The cost incurred for the internal audit function amounted to RM70,648.46 for the financial year ended 31 December 2009.

The Internal Audit Department is responsible to:-

• Performauditwork inaccordancewith the internalauditplan, including related follow-up activities.

• CarryoutreviewonthesystemofinternalcontrolsoftheGroup.

• Reviewandcommentontheefficiency,effectivenessandadequacy of the existing control policies and procedures.

• Providerecommendations, ifany, forthe improvementofthe control policies and procedures.

The Board is of the view that there is no significant breakdown or weaknesses in the systems of internal controls of the Group that may result in material losses incurred by the Group for the financial year ended 31 December 2009.

terms oF reFerence comPosition

The members of the Committee shall be appointed by the Board from amongst the Directors excluding Alternate Directors; shall consist of not less than 3 members, all the audit committee member must be non-executive directors, with a majority of them being independent directors. At least 1 member of the audit committee:

(a) must be a member of Malaysian Institute of Accountant (MIA); or

(b) If he is not a member of MIA, he must have at least 3 years of working experience and:

(aa) he must be a member of one of the associations of the accountants specified in Part II of the 1st Schedule of the Accountant Act, 1967, or

(bb) he must have passed the examination specified in Part I of the 1st Schedule of the Accountant Act 1967.

In the event of any vacancy in the Committee resulting in the non-compliance in respect of composition of Committee, the Company must fill the vacancy within 3 months.

chairman

The Chairman of the Committee must be an independent director. In the absence of the Chairman, the members shall elect any one of the members present at the meeting to be the Chairman of the meeting.

secretary

The Company Secretary shall be the Secretary of the Committee.

meeting ProceDure

At least 4 meetings shall be convened during a year. The meetings shall be scheduled regularly by the secretary and due notice shall be distributed to the members before the meeting together with the agenda and supporting papers. The minutes of the meeting shall be recorded for reference and inspection purposes.

The executive directors, accountant, representative of the external auditors may be present in any meeting by invitation of the Committee.


authority

The Committee wherever necessary and reasonable for the performance of its duties, shall in accordance with the procedure determined by the Board and at the cost of the Company:

• Haveauthoritytoinvestigateanymatterwithinitstermofreference;

• Have the resources which are required to perform itsduties;

• Have full and unrestricted access to any informationpertaining to the Group;

• Have direct communication channels with the externalauditors and internal auditors;

• Beabletoobtainindependentprofessionalorotheradvice;and

• Beable toconvenemeetingswith theexternal auditors,the internal auditors or both, excluding the attendance of other directors and employees of the listed company, whenever deemed necessary.

Functions

The Committee shall, amongst others, discharge the following functions and report the same to the board of directors:-

• Toreviewtheauditplanwiththeexternalauditors;

• Toreviewtheevaluationofthesystemsofinternalcontrolswith the external auditors;

• Toreviewtheauditreportwiththeexternalauditors;

• To review the assistance given by the Company’s andGroup’s employees to the external auditors;

• Toreviewtheadequateofthescope,functions,competencyand resources of the internal audit functions and that it has the necessary authority to carry out its work;

• To review the internal audit programme, processes, theresults of the internal audit programme, processes or

audit Committee report (Cont’d)

investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit functions;

• To review the quarterly results and year end financialstatements, prior to the approval of the Board of Directors, focusing particularly on:-

(i) changes in or implementation of major accounting policy changes;

(ii) significant and unusual events; and

(iii) compliance with accounting standards and other legal requirements.

• To review any related party transaction and conflicts ofinterest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity;

• To verify that the allocation of options pursuant to theshare scheme for employees complies with the criteria of allocation;

• To review the resignation or dismissal of the externalauditors of the Company;

• Toreviewwhetherthereisreason(supportedbygrounds)to believe that the Group’s external auditor is not suitable for re-appointment;

• To recommend the nomination of external auditors, theaudit fee and any questions of resignation or dismissal; and

• To promptly report to Bursa Malaysia SecuritiesBerhad on matters which results in a breach of Listing Requirements.

term oF oFFice

The terms of office and performance of the Committee and each of its members shall be reviewed by the Board of Directors at least once in every 3 years to determine whether the Committee and its members have carried out their duties in accordance with the terms of reference.


The Board of Directors of Efficient E-Solutions Berhad is committed to maintaining good corporate governance throughout the Group. The Board believes that strong corporate governance is a fundamental ethic to protect and enhance shareholder value and the financial performance of the Group.

The Board of Directors is pleased to make a disclosure to shareholders on the manner in which it has applied the principles of good governance and the extent to which it has complied with the best practices set out in the Malaysian Code on Corporate Governance. These principles and best practices have been applied throughout the year and are regularly audited and reviewed to ensure transparency and accountability.

(a) Directors

• THEBOARD

The Board has the overall responsibility for the strategic direction and control of the Group. The Board meets on a quarterly basis and additionally as required. The Board focus mainly on the issue in relation to strategic, financial performance and other material business issues.

The profile of the Board of Directors is presented on pages 8 to 9

The Board has established sub-committees namely Audit Committee and ESOS Committee to support and assist in discharging its fiduciary duties and responsibilities.

The Board may form Remuneration Committee and Nomination Committee with specific authorities to act on its behalf but due to the fact that the Company does not have an elaborate organizational structure, the Board has decided that it is not necessary to form these committees at present. The Board will continue to assess and review such necessity.

Corporate GoVernanCe statement

• BOARDBALANCE

The Board consists of 7 members, comprising of 3 Executive Directors, 1 Non-Independent Non-Executive Director and 3 Independent Non-Executive Directors. The Board is well balanced with 1/3 of its members comprises of independent directors. The selection and appointment of independent directors shall be a matter for the Board as a whole.

There is a clear division of responsibility between the Chairman and the Group Managing Director to ensure that there is a balance of power and authority. The role of the Chairman and the Group Managing Director are separated and clearly defined. The Chairman of the Company, Dato’ Abdul Latif bin Abdullah, holds an independent positions and is primarily responsible for ensuring Board effectiveness and conduct whilst the Group Managing Director, Mr Vincent Cheah Chee Kong, has overall responsibilities over the operating units, organizational effectiveness and implementation of Board policies and decisions.

The presence of Independent Non-Executive Directors fulfils a pivotal role in corporate accountability. Although all the Directors have an equal responsibility for the Group’s operations, the role of these Independent Non-Executive Directors is particularly important as they provide unbiased and independent views, advice and judgment to take account of the interests, not only of the Group, but also of shareholders, employees, customers, suppliers and the many communities in which the Group conducts business.

• SUPPLYOFINFORMATION

The Board members in their individual capacity have unrestricted access to complete information on a timely basis in the form and quality necessary for the discharge of their duties and responsibilities. Prior to each Board


Corporate GoVernanCe statement (Cont’d)

meeting, all Board members are furnished with the relevant documents and sufficient information to enable them to obtain a comprehensive understanding of the issues to be deliberated upon in order to arrive at an informed decision.

Besides direct access to management staff, external independent professional advisers are also made available to render their independent views and advice to the Board, whenever deemed necessary and in appropriate circumstances, at the Company’s expense.

The Directors also have access to the advice and services of the Company Secretaries, who are responsible in ensuring that Board meeting procedures are followed and that applicable rules and regulations are complied with.

• APPOINTMENTSTOTHEBOARD

The Board appoints its members through a selection process, which is consistent with the Articles of Association of the Company. The Company Secretary shall ensure that all appointments are properly made and that legal and regulatory obligations are met.

• RE-ELECTIONSTOTHEBOARD

In accordance with the Company’s Articles, save for the Managing Director, at least 1/3 of the remaining Directors are to retire by rotation at each Annual General Meeting. All Directors (including the Managing Director) shall retire from office at least once in every 3 years. The retiring directors are eligible to submit themselves for re-election. Directors appointed during the year are subject to election by shareholders at the first Annual General Meeting after their appointment.

Directors standing for re-election at the Annual General Meeting of the Company to be held on 30 June 2010 are detailed in the notice of the 7th Annual General Meeting.

• DIRECTORS’TRAININg

All members of the Board have attended Bursa Securities’ Mandatory Accreditation Programme and have subsequently attended the required training courses and seminars under the Continuing Education Programme.

Amoung others, the conference, seminars and training programmes attended by Directors in 2009 are as follows:-

business management

• 14thMalaysianCapitalMarketSummit2009“Bouncing Back After The Global Financial Crisis”

• i-GovGlobalExchange“Integrating Public Service, Engaging Citizen”

•WorldCapitalMarketsSymposium:“The Global Financial Crisis - The Way Ahead”

• Development and Challenges in Regional and LocalMarkets

•Multilateral Trading Facility, Alternative TradingSystemand Dark PoolsChallenges and Opportunities

corporate governance

• ForumbyPLC-CorporateGovernanceBestPractise

• InternalAuditing-Assurance&ValueCreation

• CorporateGovernanceandEthics:

Strengthening Professionalism Through Ethics



accounting and economics

• InvestMalaysia2009•MainMarketTechnicalBriefing• PreparingforConvergence:

Understanding International FRS & International Accounting Standards

• CreditSuisseMarketOutlookSeminar

The Directors will continue to attend relevant training programmes to further enhance their skills and knowledge as well as to keep abreast with new developments for the furtherance of their duties.

(b) Directors’ remuneration

The Board recognised the important of having remuneration framework for Directors as well as the remuneration packages of the Executive Directors, which should be structured to link rewards to corporate and individual performance.

The details of Directors’ remuneration for the financial year ended 31 December 2009 are as follows:

executiveDirector

non-executive Director

(rm) (rm)

Salaries and other emoluments

1,411,820 54,000

Fees - -

Bonus - -

Benefit in kind 17,400 -

Total 1,429,220 54,000

The remuneration of the Directors summarised in bands of RM50,000.00 for the financial year ended 31 December 2009 are as follows:

range of remunerationnumber of Directors

executive non-executive

Below RM50,000 - 3

RM50,000 to RM100,000 - -

RM250,001 to RM300,000 1 -

RM450,001 to RM500,000 1 -

RM650,001 to RM700,000 1 -

(c) relationshiP With shareholDers anD investors

The Annual General Meeting is the principal forum for dialogue with shareholders. Shareholders are provided with an opportunity to participate in the question and answer session in which shareholders may raise questions regarding the proposed resolutions at the meeting as well as on matters relating to the Group’s businesses and affairs. The Chairman and the Board members are in attendance to respond to shareholders’ queries.

The Board also keeps Shareholders informed via announcement, and timely release of quarterly financial results, press releases, annual reports and circular to shareholders.

EFFICIENT has also conducted numerous company visits and meetings with analysts, fund managers, investors and media representatives.



EFFICIENT have participated in the Investor Relations Incentive Programme sponsored by Bursa Malaysia Securities Berhad to facilitate communication and closer relationship between Public Listed Companies and the investor community with the objective of accurately representing the Company, achieving a fair market value for the Company’s securities and ultimately lowering its cost of capital.

(D) accountability anD auDit

• FINANCIALREPORTINg

The Board aims to ensure that the quarterly reports and annual financial statements in the annual report presented in a manner which provides a clear, balanced and understandable assessment of the Group’s financial performance and prospect to the shareholders as well as the public as a whole. The Audit Committee assists by reviewing the information to be disclosed to ensure accuracy and adequacy.

• internal control

The Board has the overall responsibility of maintaining a sound system of internal controls to safeguard shareholders’ investment and the Company’s and Group’s assets. A Internal Control Statement of the Group is set out in page 15 of this Annual Report provides an overview of the state of internal controls within the Group.

• relationshiP With the auDitors

The Company has established a formal and transparent relationship with the Group’s external auditors, Messrs Poh & Co. In the course of audit of the Group’s financial statements, the external auditors have highlighted to the Audit Committee and the Board, matters that require the Board’s attention.

statement on comPliance With the coDe

The Group complied with the principles and best practices of the Malaysian Code on Corporate Governance throughout the financial year ended 31 December 2009, save as explained above.

Directors’ resPonsibility statement

The financial statements of the Group as set out in this Report are properly drawn so as to give a true and fair view of the state of affairs of the Group and Company as at 31 December 2009 and the results of its operations and of the cash flow of the Company for the financial year.

The directors consider that in preparing the financial statements, the Group has:-

• selected suitable accounting policies and applied themconsistently;

• made judgmentsandestimates that are reasonableandprudent; and

• appliedapplicableaccountingstandards inpreparingthefinancial statements.

The directors are responsible to ensure that the Company maintains accounting records that discloses with reasonable accuracy at any time, the financial position of the Group and Company, and to ensure that the financial statements comply with the Companies Act, 1965 and applicable approved accounting standards in Malaysia.

The directors have assumed the responsibility for taking reasonable steps to safeguard the assets of the Group and prevent any fraud as well as irregularities.


internal Control statement

This Internal Control Statement is made pursuant to Paragraph 15.26 (b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) with regard to the Group’s compliance with the principles and Best Practices provisions relating to internal control as provided in the Malaysian Code on Corporate Governance and guided by the Statement on Internal Control: Guidance for Directors of Public Listed Companies.

The Board of Directors acknowledges its responsibility in maintaining a sound system of internal control. The system of internal control of the Group (excluding associated companies, as the Board does not have control over their operations) aims to:-

(a) safeguard shareholders’ investment and the Group’s assets;

(b) ensure that proper accounting records are maintained; and

(c) ensure that the financial information used within the business and for publication to the public is reliable

The internal control system is an ongoing process designed to manage the risks associated with operations, financial and compliance. However, the Board is aware that such a system can only provide reasonable but not absolute assurance against material misstatement or loss.

The key elements of the Group’s internal control system are described below:

(i) A defined organisation structure that is aligned to business and operations requirements and each strategic function is headed by a responsible head of department. The Group has laid down line of accountability and responsibility, approval, authorisation, and control procedures throughout the Group.

(ii) The Group’s management team carries out regular monitoring and review of financial results for all businesses within the Group and the operational and financial performance of the Group and formulate action plan to address areas of concern.

(iii) Regular and comprehensive financial information is provided to the Audit Committee for quarterly and ad-hoc review and to present to the Board for review and approval.

(iv) The Group’s management team undertakes on-going reviews of the key commercial and financial risks facing the Group’s businesses together with more general risks such as those relating to compliance with laws and regulations. The monitoring arrangements in place give reasonable assurance that there is an acceptable level of risk throughout the Group’s business.

(v) The establishment of an internal audit department to assist the Audit Committee and the Board in providing independent assessment on the adequacy, efficiency and effectiveness of internal control system and recommending measures to enhance the internal control system and assuring proper governance process. The internal audit department undertakes regular and systematic review in accordance with the audit plan and scope duly approved by Audit Committee in accordance with the audit charter.

(vi) The Audit Committee holds regular meetings to review the findings of internal audit reviews conducted and the action plans drawn up by management to address the findings.

(vii) Annual audit by internal and external qualify auditors to ensure compliance with all the requirements of ISO 9001 and ISO 27001 certifications. These certifications serve as an assurance to customers of the delivery of the highest quality of products and services management by the Group and the effectiveness of information security management.

There were no material losses incurred during the current financial year as a result of weaknesses in internal control. The Board and Management continue to take appropriate measures to strengthen the control environment of the Group.

The Group continues to take the necessary measures to further strengthen its internal control.

revieW by external auDitors

Pursuant to Paragraph 15.23 Listing Requirements, the Company’s external auditors, Messrs Poh & Co, have reviewed and confirmed that nothing has to their attention that causes them to believe that this statement is inconsistent with their understanding of the processes adopted by the Board in reviewing the adequacy and integrity of the system of internal control.


additional ComplianCe informationDisclosure pursuant to Paragraph 9.25 of the main market listing requirements as set out in appendix 9c

(i) utilisation oF ProceeDs

There was no fund raising exercises implemented during the financial year.

(ii) share buy bacKs

The Company did not seek the shareholders’ approval for share buy-back authority for the financial year.

(iii) oPtions, Warrants or convertible securities

Save for the options granted and exercised as disclosed in Note 29 to the Financial Statements, the Company did not issue any options, warrants or convertible securities during the financial year,

(iv) american DePository receiPt (“aDr”) or global DePository receiPt (“gDr”)

During the financial year, the Company and its subsidiaries did not sponsor any ADR or GDR programme.

(v) sanctions anD/ or Penalties

There were no sanctions and / or penalties imposed on the Company and its subsidiaries, directors or management by the relevant regulatory bodies during the financial year.

(vi) non-auDit Fees

There was no non-audit fees paid by the Company to external auditors or company affiliated to the external auditor’s firm for the financial year.

(vii) variance in results

There was no variation between the audited results for the financial year and the unaudited results previously announced.

(viii) ProFit guarantee

The Company and its subsidiaries did not give any profit guarantee during the financial year.

(ix) material contracts

There were no material contracts including loans (not being contract entered into the ordinary course of business) of the Company and its subsidiaries, involving directors’ and major shareholders’ interests, which subsisted at the end of the financial year ended 31 December 2009 or, if not then subsisting, entered into since the end of the previous financial year.

(x) revaluation Policy on lanDeD ProPerties

The Company and its subsidiaries did not adopt any revaluation policy on landed properties during the financial year.


additional ComplianCe information (Cont’d)Disclosure pursuant to Paragraph 10.09(2)(b) of the main market listing requirements

recurrent relateD Party transactions

The recurrent related party transactions of revenue or trading nature (“RRPT”) entered into by the Group pursuant to the shareholders’ mandate and the aggregate value for the transactions during the financial year are as follows:

type of rrPtaggregate value

(rm)

transactions entered with vPi international sdn bhd (vPi) and its subsidiary companies (hereinafter refer to as “vPi group”)

1 Management fee for the provision of project management/administration of DDP and EBP services by personnel of Efficient MailCom Sdn Bhd (“EMC”) to VPI Group

144,000

2 Provision of DDP and EBP services by EMC to VPI Group

2,765,333

3 License fee paid to Efficient Softech Sdn Bhd (“Softech”) for the usage of e-TALK and e-DOC software applications by VPI Group and the provision of software application development for DDP and EBP services by Softech to VPI Group

15,352,570

type of rrPtaggregate value

(rm)

transactions entered with regalia records management sdn bhd (rrm)

4 Renting of vault room for security file storage and related services payable by RRM to EMC

257,655

5 Provision of document archiving and related services by RRM to EMC

4,532

transactions entered with Fox communications sdn bhd (Fc)

6 Renting of office space by Efficient Softech Sdn Bhd to FC

-

relateD Party

Shaik Aqmal bin Shaik Allaudin, a non-independent non-executive director and a major shareholder of the Company, is interested in the above RRPT by virtual of him being the director of VPI, RRM and FC, Substancial Shareholder of VPI and FC, and a Shareholder of RRM.


Financial Statements

Directors’ Report 21Balance Sheets 26Income Statements 28Consolidated Statement of Changes in Equity 29

Company Statement of Changes in Equity 30

Consolidated Cash Flow Statement 31

Company Cash Flow Statement 32

Notes to the Financial Statements 34

Statement by Directors 75

Statutory Declaration 76Auditors’ Report 77


DIRECTORS’ REPORT

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31st December 2009.

PRINCIPAL ACTIVITIES

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiaries are described in Note 6 to the financial statements.

There have been no significant changes in the nature of these activities during the financial year.

RESULTS

Group Company RM RM

Profit for the year 16,735,498 12,535,779

Attributable to:Equity holders of the Company 16,735,498 12,535,779Minority interest - -

16,735,498 12,535,779

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the financial statements.

DIVIDEND

The amount of dividends declared and paid by the Company since 31st December 2008 were as follows:

RM

In respect of the financial year ended 31st December 2009

- First interim dividend of 2.0% tax exempted, on 658,350,100 ordinary shares of RM0.10 each paid on 3rd July 2009 1,316,700


DIRECTORS’ REPORT (cont’d)

DIVIDEND (CONT’D)

Subsequent to the financial year, the Company has declared a second interim tax exempt dividend of 1.5% and special tax exempt dividend of 13.5% per ordinary share of RM0.10 each for the financial year ended 31st December 2009. The dividends were paid on 2nd April 2010. The financial statements for the current financial year do not reflect this declared dividend. Such dividend, will be accounted for in equity appropriation of retained profits in the financial year ending 31st December 2010.

ISSUE OF SHARES AND DEBENTURES

During the financial year, the issued and paid-up share capital of the Company was increased from RM65,810,010 comprising 658,100,100 ordinary shares of RM0.10 each, to RM65,835,010 comprising 658,350,100 of RM0.10 each, by way of issuance of 250,000 new ordinary shares of RM0.10 each at par for cash pursuant to the Employees’ Share Option Scheme at an exercise price of RM0.102 per ordinary share of RM0.10 each.

The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary shares of the Company.

The resulting share premium of RM500 arising from issuance of shares was credited to the share premium account.

There was no issue of debentures by the Company during the financial year.

EMPLOYEES’ SHARE OPTION SCHEME

The Company has obtained approval of Bursa Malaysia Securities Berhad to establish the Employees’ Share Option Scheme (ESOS). The ESOS allows the granting of options to the eligible employees and Executive Directors of the Company and its subsidiaries to subscribe for new shares up to a maximum of 10% of the issued and paid-up share capital of the Company at any point in time during the tenure of the ESOS, subject to the terms and conditions of the By-Laws approved by the shareholders.

The ESOS was granted to eligible employees on 16th November 2005. As at the financial year end, all options had been exercised by eligible employees.

The salient features and other terms of the ESOS are disclosed in Note 29 to the financial statements.

Subsequent to the financial year, the Company had on 2nd February 2010 and 24th February 2010 obtained approvals from the Bursa Malaysia Securities Berhad and shareholders respectively to establish an Executives’ Share Option Scheme (ESOS). The ESOS allows the granting of options to the eligible Executives and Executive Directors of the Company and its subsidiaries to subscribe for new shares up to a maximum of 15% of the issued and paid-up share capital of the Company at any point in time during the tenure of the ESOS, subject to the terms and conditions of the By-Laws approved by the shareholders.


DIRECTORS

The directors who served since the date of the last report and at the date of this report are:

Dato’ Abdul Latif bin AbdullahCheah Chee Kong Victor Cheah Chee Wai Soon Yoke LengDatuk Syed Hussian bin Syed JunidShaik Aqmal bin Shaik AllaudinHo Hin Choy

DIRECTORS’ INTEREST

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company is a party, whereby directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

The shareholdings of those who were directors at the financial year end in shares in the Company and its related companies during the financial year are as follows:

Number of ordinary shares of RM0.10 each

The CompanyAt

01.01.2009Bought Sold

At31.12.2009

Direct InterestDato' Abdul Latif bin Abdullah 14,885,400 - (4,000,000) 10,885,400Cheah Chee Kong 9,734,500 - - 9,734,500Victor Cheah Chee Wai 6,000,000 - - 6,000,000Soon Yoke Leng 6,000,000 - - 6,000,000Datuk Syed Hussian bin Syed Junid 7,229,800 - - 7,229,800Shaik Aqmal bin Shaik Allaudin 1,600,000 - - 1,600,000Ho Hin Choy - - - -

Indirect InterestCheah Chee Kong 213,995,000 - - 213,995,000Victor Cheah Chee Wai 213,995,000 - - 213,995,000Soon Yoke Leng 106,200,000 - - 106,200,000Shaik Aqmal bin Shaik Allaudin 70,797,300 - - 70,797,300



DIRECTORS’ INTEREST (CONT’D)

Cheah Chee Kong, Victor Cheah Chee Wai, Soon Yoke Leng and Shaik Aqmal bin Shaik Allaudin, by virtue of their direct and indirect interest in shares of the Company are also deemed interested in shares of all the related companies to the extent to which the Company has an interest.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than those as disclosed in the financial statements) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member or with a company in which the director has a substantial financial interest as required to be disclosed by Section 169(8) of the Companies Act, 1965.

OTHER STATUTORY INFORMATION

(a) Before the financial statements of the Group and of the Company were made up, the directors took reasonable steps:

(i) to ascertain that proper action has been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that there were no bad and doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business have been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) it necessary to write off any bad debt or to make an allowance for doubtful debts in the financial statements of the Group and of the Company; or

(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

(e) At the date of this report, there does not exist:

(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial year.



OTHER STATUTORY INFORMATION (CONT’D)

(f) In the opinion of the directors:

(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group and of the Company to meet their obligations as and when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

AUDITORS

The retiring auditors, Messrs. Poh & Co., have indicated their willingness to continue in office.

Signed on behalf of the Board of Directors in accordance with a resolution of the directors.

CHEAH CHEE KONG

VICTOR CHEAH CHEE WAI

Shah AlamDate : 16 April 2010



Group Company2009 2008 2009 2008

Note RM RM RM RM

NON CURRENT ASSETSProperty, plant and equipment 4 46,391,892 47,974,813 165,799 193,053Prepaid lease payments 5 364,075 368,866 - -Investment in subsidiary companies 6 - - 9,100,002 9,100,002Investment in associated companies 7 2,940,748 2,271,665 2,100,000 2,100,000Other investments 8 579,325 1,890,125 200,000 200,000Software development expenditure 9 454,063 627,169 - -Goodwill on consolidation 10 1,582,719 1,582,719 - -

52,312,822 54,715,357 11,565,801 11,593,055

CURRENT ASSETSInventories 11 2,095,598 3,637,819 - -Trade receivables 12 15,395,754 19,561,770 - -Other receivables 13 2,362,654 12,663,294 1,018 1,018Amount due from subsidiary companies 14 - - 32,131,717 53,596,229Current tax assets 467,862 350,293 17,987 28,011Dividend receivable - - 10,000,000 -Short term investments 15 8,063,714 - 6,043,702 -Deposits with licensed banks 16 30,471,183 6,651,599 25,422,633 -Cash and bank balances 17 2,943,585 2,525,557 30,503 48,083

61,800,350 45,390,332 73,647,560 53,673,341

CURRENT LIABILITIESTrade payables 18 1,631,630 2,043,990 - -Other payables 19 3,417,195 4,167,816 63,540 22,300Amount due to subsidiary companies 14 - - 8,660,050 -Hire purchase payable 20 95,467 73,273 - -Term loans and other borrowings 21 870,395 745,883 - -Current tax liabilities 31,728 19,103 - -

6,046,415 7,050,065 8,723,590 22,300NET CURRENT ASSETS

55,753,935 38,340,267 64,923,970 53,651,041

108,066,757 93,055,624 76,489,771 65,244,096

The annexed notes form an integral part of the financial statements

BALANCE SHEETSAS AT 31ST DECEMBER 2009


Group Company2009 2008 2009 2008

Note RM RM RM RM

Financed by:

Share capital 22 65,835,010 65,810,010 65,835,010 65,810,010Share premium 23 500 - 500 -Retained earnings / (Accumulated losses) 32,429,270 17,010,472 10,649,157 (569,922)

98,264,780 82,820,482 76,484,667 65,240,088

LONG TERM LIABILITIESHire purchase payable 20 189,151 - - -Term loans and other borrowings 21 6,913,926 7,848,755 - -Deferred tax liabilities 24 2,698,900 2,386,387 5,104 4,008

9,801,977 10,235,142 5,104 4,008

108,066,757 93,055,624 76,489,771 65,244,096


BALANCE SHEETS (cont’d)AS AT 31ST DECEMBER 2009


Group Company2009 2008 2009 2008

Note RM RM RM RM

Revenue 25 65,454,245 59,500,103 12,300,000 -Cost of sales (32,786,739) (28,668,099) - -

Gross profit 32,667,506 30,832,004 12,300,000 -Other operating income 957,366 495,354 608,420 285,134Administrative and operating expenses (15,204,417) (13,443,611) (330,469) (852,350)Finance costs (489,341) (673,179) - -Share of profit of associates 669,083 277,457 - -

Profit / (loss) before taxation 26 18,600,197 17,488,025 12,577,951 (567,216)Income tax expense 30 (1,864,699) (1,652,836) (42,172) (46,374)

Profit / (loss) attributable to shareholders 16,735,498 15,835,189 12,535,779 (613,590)

Earnings per share (sen) - Basic 31 2.54 2.41

- Diluted 31 - 2.41


INCOME STATEMENTSFOR THE YEAR ENDED 31ST DECEMBER 2009


Share Capital

Share Premium

Retained Earnings Total

Note RM RM RM RM

Balance at 1st January 2008 32,905,005 3,016,000 32,216,839 68,137,844Bonus issue 32,905,005 (3,016,000) (29,889,005) -Dividends 32 - - (1,152,551) (1,152,551)Net profit for the year - - 15,835,189 15,835,189

Balance at 31st December 2008 65,810,010 - 17,010,472 82,820,482Issuance of shares pursuant to ESOS 25,000 500 - 25,500Dividends 32 - - (1,316,700) (1,316,700)Net profit for the year - - 16,735,498 16,735,498

Balance at 31st December 2009 65,835,010 500 32,429,270 98,264,780


CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31ST DECEMBER 2009


Share Capital

Share Premium

Retained Earnings Total

Note RM RM RM RM

Balance at 1st January 2008 32,905,005 3,016,000 31,085,224 67,006,229Bonus issue 32,905,005 (3,016,000) (29,889,005) -Dividends 32 - - (1,152,551) (1,152,551)Net loss for the year - - (613,590) (613,590)

Balance at 31st December 2008 65,810,010 - (569,922) 65,240,088Issuance of shares pursuant to ESOS 25,000 500 - 25,500Dividends 32 - - (1,316,700) (1,316,700)Net profit for the year - - 12,535,779 12,535,779

Balance at 31st December 2009 65,835,010 500 10,649,157 76,484,667


COMPANY STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31ST DECEMBER 2009


2009 2008Note RM RM

CASH FLOWS FROM OPERATING ACTIVITIESProfit before taxation 18,600,197 17,488,025

Adjustments for:Allowance for diminution in value of investment 1,310,800 -Amortisation of prepaid lease payments 4,791 4,790Amortisation of software development expenditure 186,126 165,455Depreciation 4,523,351 5,969,734Loss / (Gain) on disposal of plant and equipment 63,534 (50,834)Gain on disposal of short term investment (381,681) -Gain on foreign exchange - realised (5,613) -Loss on deemed disposal of associated company - 379,325Interest income (205,030) (238,686)Interest expenses 489,341 673,179Investment income (80,792) (78,912)Reversal on plant and equipment capitalised in prior year 7,630 -Share of results of associated companies (669,083) (277,457)

Operating profit before changes in working capital 23,843,571 24,034,619Decrease / (Increase) in inventories 1,542,221 (2,200,842)Decrease / (Increase) in trade and other receivables 14,466,656 (7,038,121)(Decrease) / Increase in trade and other payables (1,162,981) 1,535,067

Cash generated from operations 38,689,467 16,330,723Tax paid, net of tax refunded (1,657,130) (1,745,396)Dividend paid (1,316,700) (2,303,351)

Net cash generated from operating activities 35,715,637 12,281,976

CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST DECEMBER 2009



2009 2008Note RM RM

CASH FLOWS FROM INVESTING ACTIVITIESInterest from deposits with licensed banks 205,030 238,686Increase in pledged deposits for financing facilities (205,571) -Investment income 80,792 78,912Gain on disposal of short term investment 387,294 -Investment in associated companies - (370,800)Purchase of other investments - (1,310,800)Proceeds from disposal of plant and equipment 160,299 447,345Acquisition of property, plant and equipment A (2,871,893) (18,088,041)Capitalisation of software development expenditure (13,020) (24,555)

Net cash used in investing activities (2,257,069) (19,029,253)

CASH FLOWS FROM FINANCING ACTIVITIESRepayment of term loan and borrowings (810,317) (529,187)Repayment of hire purchase payables (88,655) (1,811,812)Interest expense (489,341) (673,179)Proceeds from issuance of ordinary shares 25,500 -

Net cash used in financing activities (1,362,813) (3,014,178)

Net increase/(decrease) in cash and cash equivalents 32,095,755 (9,761,455)Cash and cash equivalents at beginning of the year 8,914,944 18,676,399

Cash and cash equivalents at end of the year 17 41,010,699 8,914,944

Note A:Property, plant and equipment purchased were by means of:

Cash 2,871,893 18,088,041Hire purchase 300,000 -Term loan - 3,260,912

3,171,893 21,348,953


CONSOLIDATED CASH FLOW STATEMENT (CONT’D)FOR THE YEAR ENDED 31ST DECEMBER 2009


2009 2008Note RM RM

CASH FLOWS FROM OPERATING ACTIVITIESProfit / (Loss) before taxation 12,577,951 (567,216)

Adjustments for:Depreciation 27,254 27,255Dividend income (12,300,000) -Interest income (165,959) (206,222)Investment income (442,461) (78,912)

Operating loss before changes in working capital (303,215) (825,095)

Decrease in account receivables - 1,282Increase / (Decrease) in account payables 41,240 (91,000)Decrease / (Increase) in subsidiaries account 30,124,562 (7,817,368)

Cash generated from / (used in) operations 29,862,587 (8,732,181)Tax paid net of tax refunded (31,052) (14,994)Dividend paid (1,316,700) (2,303,351)

Net cash generated from / (used in) operating activities 28,514,835 (11,050,526)

CASH FLOWS FROM INVESTING ACTIVITIESInvestment in subsidiary company - (2)Dividend income 2,300,000 -Interest from deposits 165,959 206,222Investment income 442,461 78,912

Net cash generated from investing activities 2,908,420 285,132

CASH FLOWS FROM FINANCING ACTIVITYProceeds from issuance of ordinary shares 25,500 -

Net cash generated from financing activity 25,500 -

Net increase / (decrease) in cash and cash equivalents 31,448,755 (10,765,394)

Cash and cash equivalents at beginning of the year 48,083 10,813,477

Cash and cash equivalents at end of the year 17 31,496,838 48,083


COMPANY CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST DECEMBER 2009


1. GENERAL INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities. The registered office and principal place of business is situated at No. 3, Jalan Astaka U8/82, Taman Perindustrian Bukit Jelutong, Seksyen U8, Bukit Jelutong, 40150 Shah Alam, Selangor.

The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are described in Note 6 the financial statements. There have been no significant changes in the nature of these activities during the financial year.

The financial statements of each entity in the Group are presented in the functional currency, which is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is Ringgit Malaysia (RM) as the sales and purchases are mainly denominated in RM and receipts from operations are usually retained in RM and funds from financing activities are generated in RM. For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Ringgit Malaysia, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 16 April 2010

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

These financial statements of the Group and the Company have been prepared in accordance with Financial Reporting Standards (FRS), accounting principles generally accepted and the Companies Act, 1965 in Malaysia.

The Group and the Company have not applied the following accounting standards, amendments and interpretations that have been issued by the Malaysian Accounting Standards Board (“MASB”), which are relevant to their operations, but are not yet effective for the Group and the Company:

FRSs / Interpretations Effective dateFRS 1 First-time Adoption of Financial Reporting Standards (revised) 1st July 2010Amendments to FRS 1 and FRS 127

First-time Adoption of Financial Reporting Standards and Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

1st January 2010

Amendments to FRS 2 Share-based Payment: Vesting Conditions and Cancellations 1st January 2010Amendments to FRS 2 Share-based Payment 1st July 2010FRS 3 Business Combinations (revised) 1st July 2010Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations 1st July 2010FRS 7 Financial Instruments: Disclosures (#) 1st January 2010FRS 8 Operating Segments 1st July 2009FRS 101 Presentation of Financial Statements 1st January 2010FRS 123 Borrowing Costs (revised) 1st January 2010

NOTES TO THE FINANCIAL STATEMENTS- 31ST DECEMBER 2009

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)- 31ST DECEMBER 2009


2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS (CONT’D)

FRSs / Interpretations Effective dateFRS 127 Amendments to FRS 132 and FRS 101

Consolidated and Separate Financial Statements (revised) Financial Instruments: Presentation and Presentation of Financial Statements – Puttable Financial Instruments and Obligation Arising on Liquidation

1st July 20101st January 2010

Amendments to FRS 138 Intangible Assets 1st July 2010FRS 139 Financial Instruments: Recognition and Measurement (##) 1st January 2010Amendments to FRS 139 Financial Instruments: Recognition and Measurement (##) 1st January 2010Amendments to FRS 139, FRS 7 and IC Interpretation 9

Financial Instruments: Recognition and Measurement, Financial Instruments: Disclosures and Reassessment of Embedded Derivatives

1st January 2010

Improvements to FRSs (2009) Amendment to FRS 5, 8, 107, 108, 110, 116, 117, 118, 119, 120, 123, 127, 128, 129, 131, 134, 136, 138 & 140

1st January 2010

IC Interpretation 9 Reassessment of Embedded Derivatives 1st January 2010Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives 1st July 2010IC Interpretation 10 Interim Financial Reporting and Impairment 1st January 2010IC Interpretation 11, FRS 2 Group and Treasury Share Transactions 1st January 2010IC Interpretation 13 Customer Loyalty Programmes 1st January 2010IC Interpretation 14, FRS 119 The Limit on a Defined Benefit Asset, Minimum Funding

Requirements and their Interaction 1st January 2010IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation 1st July 2010IC Interpretation 17 Distributions of Non-cash Assets to Owners 1st July 2010

The Group and the Company will apply the abovementioned standards, amendments and interpretations, where applicable from the annual period beginning 1st January 2010.

The adoption of these FRS and their consequential amendments, Amendments to FRS and IC Interpretations are not expected to have any significant impact on the financial statements of the Group and of the Company.

(#) By virtue of the exemption provided under paragraph 44AB of FRS 7, the impact of applying FRS 7 on the financial statements upon first adoption of the FRS as required by paragraph 30(b) of FRS 108 is not disclosed.

(##) By virtue of the exemption provided under paragraph 103AB of FRS 139, the impact of applying FRS 139 of the financial statements upon first adoption of the FRS as required by paragraph 30(b) of FRS 108 is not disclosed.



3. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The financial statements of the Group and the Company have been prepared in accordance with the provisions of the Companies Act, 1965 and under the historical cost convention, unless otherwise indicated in the significant accounting policies.

The preparation of financial statements in conformity with the applicable MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. It also requires Directors to exercise their judgment in the process of applying the Group’s accounting policies. Although these estimates and judgment are based on the Directors’ best knowledge of current events and actions, actual results may differ.

There are no areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements.

(b) Subsidiaries and Basis of Consolidation

Subsidiaries are entities over which the Group has the ability to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity.

In the Company’s separate financial statements, investments in subsidiaries are stated at cost, less impairment losses, if any.

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated financial statements from the acquisition date or up to the effective date of disposal, where appropriate. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All intergroup balances, transactions, income and expenses are eliminated in full on consolidation.



3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b) Subsidiaries and Basis of Consolidation (cont’d)

Acquisition of subsidiaries is accounted for using purchase method. The purchase method of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree, plus any costs directly attributable to the business combination.

Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill.

If, after reassessment, the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised exceeds the cost of the business combination, the excess is recognised immediately in the profit or loss.

Minority interests represent the portion of profit and loss and net assets in subsidiaries not held by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the acquisition date and the minorities’ share of changes in the subsidiaries’ equity since then.

(c) Investment in Associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Investment in associates is accounted for in the consolidated financial statements using the equity method of accounting. Under the equity method, the investment in associate is carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group’s share of net assets of the associate. The Group’s share of net profit or loss of the associate is recognised in the consolidated income statement. Where there has been a change directly in the equity of the associate, the Group recognises its share of such changes. In applying the equity method, unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associate. The associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate.




(c) Investment in Associates (cont’d)

Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profit or loss in the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any long-term interests that, in substance, form part of the Group’s net investment in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

The most recent available audited financial statements of the associates are used by the Group in applying the equity method. Where the dates of the audited financial statements used are not coterminous with those of the Group, the share of results is arrived at from the last audited financial statements available and management financial statements to the end of the accounting period. Uniform accounting policies are adopted for like transactions and events in similar circumstances.

In the Company’s separate financial statements, investments in associates are stated at cost less impairment losses.

On disposal of such investments, the difference between the net disposal proceeds and their carrying amounts is included in income statement.

(d) Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. The policy for the recognition and measurement of impairment loss is in accordance with Note 3(e).

Freehold land has an unlimited useful life and therefore is not depreciated. Long term leasehold building is amortised over its lease term and the remaining period of the lease is 76 years. On other plant and equipment, depreciation is calculated on the straight line method to write off the cost of each asset over their estimated useful lives. Depreciation of an asset begins when it is ready for its intended use.

The annual rates of depreciation used are:Buildings 2%Computer equipment 10% - 40%Electrical fittings 20%Furniture and fittings 20%Machinery 10%Motor vehicles 10%Office equipment 10% - 40%Renovation 10%Signboard 10%




(d) Property, Plant and Equipment and Depreciation (cont’d)

The residual value, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with the previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in income statement.

(e) Impairment of Non Financial Assets

At each balance sheet date, the Group reviews the carrying amounts of its assets other than inventories, to determine whether there is indication of impairment. If any such indication exists, impairment is measured by comparing the carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by reference to discounted future cash flows.

An impairment loss is recognised as an expense in income statement immediately, unless the asset is carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset.

(f) Goodwill on Consolidation

Goodwill arising on the acquisition of a subsidiary or a proportionately consolidated jointly controlled entity, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised, is initially measured at cost and recognised as an asset. Goodwill is subsequently measured at cost less impairment losses, if any.

On disposal of a subsidiary or a proportionately consolidated jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

(g) Software Development Expenditures

Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can demonstrate technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project and the ability to measure reliably the expenditure during the development. Product development expenditures which do not meet these criteria are expensed when incurred.

Development costs, considered to have finite useful lives, are stated at cost less any impairment losses and are amortised using the straight line basis over the period of five years. Impairment is assessed whenever there is an indication of impairment and the amortisation period and method are also reviewed at each balance sheet date.




(h) Inventories

Inventories are valued at the lower of cost and net realisable value after adequate allowance has been made for all deteriorated, damaged, obsolete or slow-moving inventories. Cost, is determined principally on the first-in first-out basis and includes, where relevant, appropriate proportions of inward overheads.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(i) Leased Assets

Assets financed by hire purchase and lease arrangements that transfer substantially all risks and rewards of ownership to the Group are capitalised as property, plant and equipment and the corresponding obligations are treated as liabilities. These property, plant and equipment capitalised are depreciated on the same basis as owned assets.

Finance charges on these hire purchase and lease arrangements are allocated to the income statement over the period of the arrangements to give a constant periodic rate of interest on the outstanding liability at the end of each accounting period.

Lease of assets under which all risks and benefits of ownership are retained by the lessor are classified as operating lease. Payments made under operating lease are charged to income statement on a straight line basis over the period of the lease.

In the case of a lease of land, the minimum lease payments or the up-front payments made represents prepaid land lease payments and are recognised on a straight-line basis.

When operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

(j) Provisions for Liabilities

Provisions for liabilities are recognised when the Group has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligations, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.




(k) Foreign Currency

Transactions in foreign currencies are initially translated at the exchange rate at the dates of the transactions.

At the balance sheet date, foreign currency monetary assets and liabilities are translated into Ringgit Malaysia at the exchange rate ruling at that date. Exchange differences arising on the settlement or translation of monetary items are recognised in income statement.

Non-monetary assets and liabilities measured at historical cost in a foreign currency are translated using exchange rates at the date of the transactions. Non-monetary assets and liabilities measured at fair value in a foreign currency are translated using exchange rates at the date when the fair value was determined.

The principal closing rates used in translation of foreign currencies amounts are as follow:

2009 2008RM RM

1 AUS Dollar 3.0649 2.3971 SG Dollar 2.4401 2.4071 US Dollar 3.4245 3.464100 HK Dollar 44.1595 44.697

(l) Financial Instruments

Financial instruments carried on the balance sheet include cash and bank balances, receivables, payables and borrowings. The particular recognition methods adopted are disclosed in the individual accounting statements associated with each item.

(m) Receivables

Receivables are stated at nominal value as reduced by the appropriate allowances for estimated irrecoverable amounts. Receivables considered to be uncollectible are written off while allowance for doubtful debts is made for receivables considered doubtful in nature.

(n) Payables

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.




(o) Cash and Cash Equivalents

For the purpose of cash flow statements, cash and cash equivalents include cash on hand and at bank, deposit at call and short term highly liquid investments which have an insignificant risk of changes in value, net of bank overdrafts.

(p) Interest-bearing Borrowings

Borrowing costs are charged to income statement as an expense in the period in which they are incurred on accrual basis.

(q) Other Non-Current Investments

Non-current investments other than investments in subsidiaries and associates are stated at cost less impairment losses. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in income statement.

(r) Equity Instruments

Ordinary shares are classified as equity. Dividends on ordinary shares will be recognised as liabilities when the shareholders’ rights to receive the dividends are established.

(s) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Trading income

Revenue is recognised in income statement upon services rendered or when the significant risks and rewards of ownership have been transferred to the buyer.

(ii) Dividend income

Dividend income is recognised when the Group’s right to receive payment is established.

(iii) Interest income

Interest on deposit is accounted for on accrual basis using the effective interest method.




(t) Income Tax

Income tax on the profit and loss for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the balance sheet date.

Deferred tax is provided for using the liability method, on temporary differences at the balance sheet date between the tax base of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

Deferred tax is measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly to equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

(u) Employee Benefits

(i) Short term benefits

Wages, salaries, bonus and social contributions are recognised as an expense in the year in which the associated services are rendered by employees of the subsidiaries. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the Employees Provident Fund (EPF). Such contributions are recognised as an expense in income statement as incurred.

(iii) Share-based payments

The Company issue equity-settled share-based payment schemes to allow the employees to acquire shares of the Company. The fair value of the options granted is recognised as an employee expense with a corresponding increase in equity. The fair value determined at the grant date is expensed in accordance with FRS 2 over the period during which the employees become unconditionally entitled to the options, based on the Group’s estimate of the shares that will eventually vest, and adjusted for the effect of non market-based vesting conditions.




(u) Employee Benefits (cont’d)

(iii) Share-based payments (cont’d)

At each balance sheet date, the Company revises the estimates of the number of options that are expected to become exercisable, and recognise the impact of the revision of the original estimates in employee expenses and in a corresponding adjustment to equity over the remaining vesting period.

(v) Related Parties

A party is considered to be related to the Group if:

(i) the party, directly or indirectly through one or more intermediaries,

- controls, is controlled by, or is under common control with, the Group;- has an interest in the Group that gives it significant influence over the Group;- has joint control over the Group

(ii) the party is an associate;

(iii) the party is a jointly-controlled entity;

(iv) the party is a member of the key management personnel of the Group or its parent;

(v) the party is a close member of the family of any individual referred to in (i) or (iv); and

(vi) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (iv) or (v).



4. PROPERTY, PLANT AND EQUIPMENT

GroupLand and Buildings

[Note 4(a)] Machinery

Motor vehicles

Office equipment

Computer equipment

Furniture and

fittings

Electrical fittings

Renovation Signboard Total

RM RM RM RM RM RM RM RM RM RM

Net Book ValueAt 01.01.2009 30,411,624 14,916,103 1,554,674 872,462 12,392 62,714 19,161 117,893 7,790 47,974,813Additions 945,546 584,701 823,859 777,963 - 30,084 9,740 - - 3,171,893Reversal - (7,630) - - - - - - - (7,630)Disposals / Written off - (1,817) (203,395) (3,929) - (140) - (14,552) - (223,833)Depreciation charge (968,624) (2,500,926) (262,953) (721,401) (1,859) (30,298) (10,412) (25,189) (1,689) (4,523,351)

At 31.12.2009 30,388,546 12,990,431 1,912,185 925,095 10,533 62,360 18,489 78,152 6,101 46,391,892

At 31.12.2009Cost 31,988,558 26,068,965 2,737,569 4,540,442 6,411,052 292,255 279,238 294,497 16,890 72,629,466Accumulated

depreciation (1,600,012) (13,078,534) (825,384) (3,615,347) (6,400,519) (229,895) (260,749) (216,345) (10,789) (26,237,574)

Net Book Value 30,388,546 12,990,431 1,912,185 925,095 10,533 62,360 18,489 78,152 6,101 46,391,892

Net Book ValueAt 01.01.2008 16,619,013 11,178,817 1,744,505 1,008,422 2,140,149 101,699 42,088 147,933 9,479 32,992,105Additions 14,268,310 6,487,696 46,353 533,474 4,690 1,430 7,000 - - 21,348,953Reclassification - (16,564) - 16,564 - - - - - -Disposals / Written off (7,590) (377,033) - (9,860) - (2,028) - - - (396,511)Depreciation charge (468,109) (2,356,813) (236,184) (676,138) (2,132,447) (38,387) (29,927) (30,040) (1,689) (5,969,734)

At 31.12.2008 30,411,624 14,916,103 1,554,674 872,462 12,392 62,714 19,161 117,893 7,790 47,974,813

At 31.12.2008Cost 31,043,012 25,495,094 2,365,700 3,794,506 6,411,052 262,886 269,498 391,512 16,890 70,050,150Accumulated

depreciation (631,388) (10,578,991) (811,026) (2,922,044) (6,398,660) (200,172) (250,337) (273,619) (9,100) (22,075,337)

Net Book Value 30,411,624 14,916,103 1,554,674 872,462 12,392 62,714 19,161 117,893 7,790 47,974,813



4. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Motor vehicleCompany 2009 2008

RM RM

Net Book ValueAt 1st January 193,053 220,308Depreciation charge (27,254) (27,255)

At 31st December 165,799 193,053

At 31st DecemberCost 272,545 272,545Accumulated depreciation (106,746) (79,492)

Net Book Value 165,799 193,053

(a) Land and buildings comprise the followings:

Group Long term leasehold buildings

Freehold land and building

Freehold office lot

Total

RM RM RM RM

Net Book ValueAt 01.01.2009 860,685 28,151,952 1,398,987 30,411,624Additions - 945,546 - 945,546Disposals - - - -Depreciation charge (11,178) (928,300) (29,146) (968,624)

At 31.12.2009 849,507 28,169,198 1,369,841 30,388,546

At 31.12.2009Cost 1,005,996 29,525,283 1,457,279 31,988,558Accumulated depreciation (156,489) (1,356,085) (87,438) (1,600,012)

Net Book Value 849,507 28,169,198 1,369,841 30,388,546




(a) Land and buildings comprise the followings: (cont’d)

Group Long term leasehold buildings

Freehold land and building

Freehold office lot

Total

RM RM RM RM

Net Book ValueAt 01.01.2008 871,863 14,319,017 1,428,133 16,619,013Additions - 14,268,310 - 14,268,310Disposals - (7,590) - (7,590)Depreciation charge (11,178) (427,785) (29,146) (468,109)

At 31.12.2008 860,685 28,151,952 1,398,987 30,411,624

At 31.12.2008Cost 1,005,996 28,579,737 1,457,279 31,043,012Accumulated depreciation (145,311) (427,785) (58,292) (631,388)

Net Book Value 860,685 28,151,952 1,398,987 30,411,624

The net book values of properties pledged as securities for borrowings are as follows:

Group2009 2008RM RM

Freehold land and building 28,169,198 28,151,952 Freehold office lot 1,369,841 1,398,987

29,539,039 29,550,939

All the properties above have been charged as collateral to secure banking facilities granted to the subsidiary companies.




The net book value of plant and equipment acquired by means of hire purchase and Islamic financing facilities are as follows:

Group2009 2008RM RM

Machinery - 194,750 Motor vehicles 548,768 358,204

548,768 552,954

5. PREPAID LEASE PAYMENTS

Group2009 2008RM RM

Cost 431,141 431,141

Less: Accumulated AmortisationAt beginning of the year (62,275) (57,485)Add: Amortisation during the year (4,791) (4,790)

(67,066) (62,275)

At the end of the year 364,075 368,866

The unexpired portion of lease for the leasehold land of the Group as at end of the year is 76 years (2008: 77 years).

6. INVESTMENT IN SUBSIDIARY COMPANIES

Group2009 2008RM RM

Unquoted shares, at cost 9,100,002 9,100,002



6. INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)

Details of subsidiaries are as follows:-

Name of subsidiaries Principal activitiesPlace of

incorporationEquity interest

2009 2008

Efficient Mailcom Sdn. Bhd.

Provision of integrated outsourcing solutions in data and document processing, ranging from data extraction, to conversion, formatting of documents, to data printing and preparation of printed documents for distribution by post.

Malaysia 100% 100%

Efficient Softech Sdn. Bhd.

Provision of information technology services, primarily the development of proprietary applications for work-flow management, data conversion and electronic distribution of documents.

Malaysia 100% 100%

Printegrate Sdn. Bhd.* To carry on business relating to web-finishing products, forms printing, and other related business documents.

Malaysia 100% 100%

Efficient International Sdn. Bhd. @

Investment holding company. Malaysia 100% 100%

All of the subsidiaries were audited by Poh & Co.

* Held through subsidiary; Efficient Mailcom Sdn. Bhd. @ The financial statements of this subsidiary company has been prepared on a going concern basis, which is dependent upon continual financial

support from its holding company and a related company to enable it to meet its obligations as and when they fall due.

7. INVESTMENT IN ASSOCIATED COMPANIES

Group Company2009 2008 2009 2008RM RM RM RM

Unquoted shares, at cost 2,470,800 2,470,800 2,100,000 2,100,000Share of results of associates 469,948 (199,135) - -

2,940,748 2,271,665 2,100,000 2,100,000



7. INVESTMENT IN ASSOCIATED COMPANIES (CONT’D)

Details of associated companies are as follows:-

Name of companies Principal activities Place of

incorporationEquity interest

2009 2008

Regalia Solutions Sdn. Bhd. ^ Dormant Malaysia 30% 30%

Regalia Records Management Sdn. Bhd. ^

Provision of document archiving and related services Malaysia 30% 30%

First Leader (Asia) Limited # Operation of printing facilities and delivery of printing and lettershop services to one of its shareholders

Malaysia 45% 45%

^ Shareholding held directly by the Company# Shareholding held through subsidiary; Efficient International Sdn. Bhd.

The results of the associated companies have been equity accounted for based on the management financial statements for the relevant period.

The summarised financial information of the associated companies are as follows:

2009 2008RM RM

Assets and liabilitiesCurrent assets 4,436,569 3,836,608Non-current assets 18,926,601 15,846,716

Total assets 23,363,170 19,683,324

Current liabilities (5,691,697) (3,091,572)Non-current liabilities (9,230,465) (9,343,005)

Total liabilities (14,922,162) (12,434,577)

ResultsRevenue 9,457,757 5,160,307Profit / (Loss) for the year 1,138,015 228,037



7. INVESTMENT IN ASSOCIATED COMPANIES (CONT’D)

The Group has discontinued recognition of its share of losses of First Leader (Asia) Limited as the share of accumulated losses of the associate has exceeded the Group’s interest in that associate. The unrecognised amount of the Group’s share of losses which has not been equity accounted for amounted to RM668,551 (2008: Nil).

8. OTHER INVESTMENTS


Unquoted shares, at cost 579,325 579,325 200,000 200,0003,000,000 redeemable cumulative preference shares of HKD1.00 in First Leader (Asia) Limited, Hong Kong 1,310,800 1,310,800 - -

Less: Allowance for diminution in value (1,310,800) - - -

579,325 1,890,125 200,000 200,000

9. SOFTWARE DEVELOPMENT EXPENDTURE

Group2009 2008RM RM

At CostAt beginning of the year 982,213 957,658Add: Addition of software development expenditure 13,020 24,555

995,233 982,213Less: Accumulated AmortisationAt beginning of the year 355,044 189,589Add: Amortisation during the year 186,126 165,455

541,170 355,044

At the end of the year 454,063 627,169



10. GOODWILL ON CONSOLIDATION

Group2009 2008RM RM

At cost 1,582,719 1,582,719Less: Impairment - -

At end of the year 1,582,719 1,582,719

11. INVENTORIES

Group2009 2008RM RM

At costRaw material and finished goods 2,095,598 3,637,819

12. TRADE RECEIVABLES

The Group’s normal trade credit terms range from 10 to 60 days. Other credit terms are assessed and approved on a case by case basis.

The Group has no significant concentration of credit risk that may arise from exposures to a single receivable or to groups of receivables.

13. OTHER RECEIVABLES


Sundry receivables 363,479 225,869 - -Deposits 1,798,291 12,048,361 1,000 1,000Prepayments 200,884 389,064 18 18

2,362,654 12,663,294 1,018 1,018

Included in deposits in year 2008 was RM11,200,000 of advance postage placed with POS Malaysia Berhad for the incentive scheme offered. Most of these deposits have been utilised in the current financial year.



14. AMOUNT DUE FROM / (TO) SUBSIDIARY COMPANIES

These are unsecured, interest free and have no fixed term of repayment.

15. SHORT TERM INVESTMENTS


Quoted trust units in Malaysia with fund management company 8,063,714 - 6,043,702 -

Market value:Quoted trust units 8,098,893 - 6,078,881 -

16. DEPOSITS WITH LICENSED BANKS


Free from encumbrances 30,003,400 6,389,387 25,422,633 -On lien 467,783 262,212 - -

30,471,183 6,651,599 25,422,633 -

The Group’s deposits which are on lien comprise:

(a) security deposits of RM223,882 (2008: RM206,697) are invested in accordance with the Syariah principle of Al Mudharabah General Investment Account (GIA) as security deposits in respect of Islamic banking facilities granted to a subsidiary company. These deposits are registered under the name of a director holding in trust for the Company; and

(b) security deposit of RM60,130 (2008: RM55,515) in respect of bank guarantee granted to a subsidiary company; and(c) security deposits of RM183,771 (2008: Nil) in respect of trade financing facilities granted to a subsidiary Company. These deposits are registered

under the name of third parties holding in trust for the Company.

The effective interest rate of these deposits at the balance sheet date is between 0.24% to 3.70% (2008: 1.20% to 3.50%) per annum with maturity periods ranging from 1 day to 1 year.



17. CASH AND BANK BALANCES

For the purpose of cash flow statements, cash and cash equivalents include the followings:


Cash and bank balances 2,943,585 2,525,557 30,503 48,083Short term deposits with fund mangement company (Note 15) 8,063,714 - 6,043,702 -

11,007,299 2,525,557 6,074,205 48,086

Deposits with licensed banks 30,003,400 6,389,387 25,422,633 -

41,010,699 8,914,944 31,496,838 48,083

The deposits with licensed banks exclude the security deposits of RM467,783 (2008: RM262,212) which have been pledged to licensed banks in respect of the banking facilities granted to the Group.

18. TRADE PAYABLES

The normal trade credit term granted to the Group ranges from 30 to 90 days.

19. OTHER PAYABLES


Sundry payables 1,497,949 1,058,174 2,240 -Deposits 57,460 1,148,406 - -Accruals 1,861,786 1,494,224 61,300 22,300Advance postage received - 467,012 - -

3,417,195 4,167,816 63,540 22,300



20. HIRE PURCHASE PAYABLE

Group2009 2008RM RM

Future minimum hire purchase payments:Amount due within 1 financial year 108,408 74,718Amount due between 1 and 2 financial years 108,408 -Amount due between 2 and 5 financial years 90,316 -

307,132 74,718Future finance charges (22,514) (1,445)

284,618 73,273Aging analysis:Amount due within 1 financial year 95,467 73,273Amount due between 1 and 2 financial years 100,916 -Amount due between 2 and 5 financial years 88,235 -

189,151 -

284,618 73,273

Finance lease liabilities are effectively secured as the rights to the leased assets revert to the lessors in the event of default.

The effective interest rates applicable to the lease liabilities is 2.80% (2008: 2.30% to 3.90%) per annum.

21. TERM LOANS AND OTHER BORROWINGS

Group2009 2008RM RM

CurrentTerm loan - secured 870,395 745,883

Non-currentTerm loan - secured 6,913,926 7,848,755



21. TERM LOANS AND OTHER BORROWINGS (CONT’D)

Group2009 2008RM RM

Current:Within 1 year 870,395 745,883

Non-current:More than 1 year less than 2 years 920,282 805,581More than 2 year less than 5 years 3,089,599 2,824,6595 years or more 2,904,045 4,218,515

6,913,926 7,848,755

7,784,321 8,594,638

Term loans comprise:

(a) Term loan I of RM814,469 (2008: RM908,955), bearing interest at a prescribed rate of 3.00% per annum for the first twelve months from the date of first drawn down of facility, subsequently at a prescribed rate of 5.00% per annum for the next twelve months and thereafter 0.30% per annum above the lender’s prevailing Base Lending Rate (BLR). It is repayable over a period of 10 years.

(b) Term loan II of RM6,969,852 (2008: RM 7,685,683) is repayable over a period of 10 years equal monthly installment of RM94,842 commencing on 1st July 2008 and bearing interest at the base lending rate of the lender.

Term loans are secured by:

(a) Term loan I - First party first deed of assignment which upon issuance of strata title, a first legal charge to be created over the freehold office lot of a subsidiary company, and secured by corporate guarantee from the Company.

(b) Term loan II - First party first deed of assignment which upon issuance of strata title, a first legal charge to be created over the land and building of another subsidiary company, and secured by corporate guarantee from the Company.



22. SHARE CAPITAL

Company2009 2008RM RM

Authorised:-Ordinary shares of RM0.10 eachAt beginning of the year 200,000,000 50,000,000 Created during the year - 150,000,000

At end of the year - 2,000,000,000 ordinary shares of RM0.10 each 200,000,000 200,000,000

Issued and fully paid:-Ordinary shares of RM0.10 eachAt beginning of the year 65,810,010 32,905,005 Issued pursuant to ESOS (Note 29) 25,000 - Bonus issue - 32,905,005

At end of the year - 658,350,100 ordinary shares of RM0.10 each 65,835,010 65,810,010

During the financial year, the Company increased its issued and paid-up ordinary share capital from RM65,810,010 to RM65,835,010 by way of issuance of 250,000 ordinary shares of RM0.10 each for cash pursuant to the Company’s Employees’ Share Options Scheme (ESOS) at an exercise price of RM0.102 per ordinary share.

The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary shares of the Company.

23. SHARE PREMIUM

Group / Company2009 2008RM RM

At beginning of the year - 3,016,000Issue of 250,000 (2008: Nil) shares at a premium of RM0.002 per share 500 -Less: Capitalisation for bonus issue - (3,016,000)At end of the year

500 -



24. DEFERRED TAX LIABILITIES


At beginning of the year 2,386,387 2,158,322 4,008 2,813Transferred from income statement 218,744 399,819 1,250 1,195

2,605,131 2,558,141 5,258 4,008Effect on opening balance due to changes in tax rate (99,206) (76,297) (154) -Under / (Over) provision in prior year 192,975 (95,457) - -

2,698,900 2,386,387 5,104 4,008

Balance carried forward represents temporary difference which is due to excess of capital allowances over depreciation of property, plant and equipment.

25. REVENUE


Services rendered less discounts 65,454,245 59,500,103 - -Dividend income (gross) from subsidiaries - - 12,300,000 -

65,454,245 59,500,103 12,300,000 -



26. PROFIT / (LOSS) BEFORE TAXATION


This is stated after charging:Audit fee - current year 43,700 39,100 13,000 10,000 - under / (over) provision in prior year 4,600 (400) 3,000 -Allowance for diminution in value of investment 1,310,800 - - -Amortisation of software development expenditure 186,126 165,455 - -Amortisation of lease rental 4,791 4,790 - -Depreciation 4,523,351 5,969,734 27,254 27,255Hire purchase interest 4,131 69,311 - -Loss on deemed disposal of associated company - 379,325 - -Loss on disposal of plant and equipment 63,534 - - -Rental of premises 341,698 481,558 - -Staff costs (Note 27) 10,936,957 9,583,295 54,000 52,500Term loan interest 485,210 603,868 - -

and crediting:Dividend income from subsidiaries - - 12,300,000 -Gain on disposal of investment with fund management company 381,681 27,305 381,681 27,305Distribution income from fund investment 80,792 51,607 60,780 51,607Gain on disposal of plant and equipment - 50,833 - -Gain on foreign exchange - realised 5,613 3,509 - -Interest income from associated company - 78,801 - -Interest income 231,625 238,686 165,959 206,222Rental income 257,655 - - -



27. STAFF COSTS


Salaries and other emoluments 9,963,103 8,693,072 54,000 52,500Employees Provident Fund 863,701 806,669 - -Social security contributions 110,153 83,554 - -

10,936,957 9,583,295 54,000 52,500

Included in staff costs are the Executive Directors’ and Non-Executive Directors’ remuneration amounting to RM1,411,820 and RM54,000 respectively (2008: RM1,329,188 and RM52,500 respectively) as disclosed in Note 28. The number of employees in the Group at the end of the financial year was 358 (2008: 393).

28. DIRECTORS’ REMUNERATION

Group CompanyDirectors of the Company 2009 2008 2009 2008

RM RM RM RM

Executive directors:-Salaries and other emoluments 1,260,000 1,177,368 - -Employees Provident Fund and Social security contributions 151,820 151,820 - -

1,411,820 1,329,188 - -

Non-Executive directors:-Other emoluments 54,000 52,500 54,000 52,500

29. EMPLOYEES’ SHARE OPTIONS SCHEME (ESOS)

The Company’s Employees’ Share Options Scheme (ESOS) is governed by the by-laws approved by Bursa Malaysia Securities Berhad and the shareholders of the Company on 20th July 2004 and 20th August 2004 respectively. The ESOS was granted on 16th November 2005 and as at the financial year end, all options had been exercised.



29. EMPLOYEES’ SHARE OPTIONS SCHEME (ESOS) [CONT’D]

The salient features of the ESOS are as follows:

(a) The ESOS allows the granting of options to eligible employees and executive directors of the company and its subsidiaries to subscribe for new shares up to a maximum of 10% of the issued and paid up share capital of the Company at any point in time during the tenure of the ESOS, subject to terms and conditions of the By-Laws approved by the shareholders.

(b) Subject to any adjustments which may be made under By-Law, the aggregate number of Shares comprised in the Options to be offered to an Eligible Employee in accordance with the Scheme shall be determined at the discretion of the Option Committee after taking into consideration the Eligible Employee’s performance, position, seniority and the number of years in service subject to the following:

(i) that the aggregate number of shares comprised in the Options made available under the Scheme shall not exceed the amount stipulated in By-Law;

(ii) that not more than fifty percent (50%) of the shares available under the Scheme at the point in time when an Offer is made shall be allocated in aggregate, to Executive Directors and senior management; and

(iii) that not more than ten percent (10%) of the shares available under the Scheme at the point in time when an Offer is made shall be granted to any individual Eligible Employee who, either singly or collectively through persons connected with an Eligible Employee, holds twenty percent (20%) or more in the paid-up capital of the Company.

(c) The option price for each share shall be based on the weighted average market price of the shares for the five (5) market days immediately preceding the offer date subject to a discount of not more than ten percent (10%), or at par value of the shares, whichever is higher.

(d) The number of new shares of which such option may be exercised shall not be less than one hundred (100) and shall be in multiples of one hundred (100).

(e) An option shall be personal to the person to whom the options have been granted and cannot be assigned, transferred or otherwise disposed of in any manner whatsoever.

(f) The new shares to be allotted and issued upon the exercise of the options will upon such allotment and issuance, rank pari passu in all respects with the then issued and fully paid-up shares except that the shares so allotted will not be entitled to any dividends, rights, allotments or other distributions, the entitlement date (namely the date as at the close of business on which shareholders must be recognised in order to be entitled to any dividends, rights, allotments and other distributions) of which is prior to the date of allotment of the new Shares and will be subject to all provisions of the Articles of Associations relating to the transfer, transmission and otherwise of the shares.



29. EMPLOYEES’ SHARE OPTIONS SCHEME (ESOS) [CONT’D]

(g) In the event of any alteration in the capital structure of the Company during the option period, whether by way of rights issues, bonus issues or other capitalisation issues, consolidation or subdivision of shares or capital reduction, or otherwise howsoever taking place, the option price and / or the number of new shares comprised in the option so far as unexercised shall be adjusted, provided always that:

(i) no adjustment to the option price shall be made which would result in the new shares to be issued on the exercise of the option being issued at a discount to par value, and if such an adjustment would but for this provision have so resulted, option price payable shall be the par value of the new shares;

(ii) upon any adjustment being made pursuant to the By-Law hereof, the Option Committee shall within ten (10) market days of the effective date of the alteration in the capital structure of the Company notify the person to whom the options have been granted of the adjusted option price thereafter in effect and / or the revised number of new shares thereafter to be issued on the exercise of the option; and

(iii) the capital outlay to be incurred by option holders in exercising their options remains unaffected.

The following table illustrates the number of, and movements in, share options during the financial year:

Number of Share OptionsOutstanding Movements during the year Outstanding Exercisableat 1st Jan Bonus issue Granted Exercised Forfeited at 31st Dec at 31st Dec

'000 '000 '000 '000 '000 '000 '000

20092004 Options 250 - - (250) - - -

20082004 Options 250 - - - - 250 250

All outstanding share options during the financial year have been exercised on 26th March 2009 at an exercised price of RM0.102.

As stated in the transitional provisions of FRS 2, options granted after 31st December 2004 but had not yet vested on 1st January, 2006 are to apply the said FRS. As the Company’s options were granted on 16th November 2005 and vested immediately, these options are not subject to FRS 2.



30. INCOME TAX EXPENSE


Malaysian taxation based on the result for the year 1,703,572 1,329,130 41,076 50,937Transferred to deferred taxation 218,744 399,819 1,250 1,195

1,922,316 1,728,949 42,326 52,132

Effect on opening balance due to changes in tax rate (99,206) (76,297) (154) -(Over) / Under provision in prior year - Income tax (151,386) 95,641 - (5,758) - Deferred tax 192,975 (95,457) - -

1,864,699 1,652,836 42,172 46,374

A reconciliation of income tax expense applicable to profit / (loss) before taxation at the statutory income tax rate to the income tax expense at the effective income tax rate of the Group and the Company are as follows:


Reconciliation of tax expense with accounting profit / (loss):Accounting profit / (loss) 18,600,197 17,488,025 12,577,951 (567,216)

Tax expenses at 25% / 26% 4,650,049 4,546,887 3,144,488 (147,477)

Add / (Less): Tax effect of Non deductible expenses 425,899 233,977 75,390 211,844Depreciation of non-qualifying assets 266,080 51,870 5,563 5,786Share of profit of associates, net of tax (167,271) (72,139) - -Loss on deemed disposal of associated company - 98,625 - -Loss on disposal of non-qualifying assets 9,022 - - -Tax exempt income (3,190,083) (3,332,130) (3,185,615) (20,517)Others 2,500 2,600 2,500 2,600

1,996,196 1,529,690 42,326 52,236



30. INCOME TAX EXPENSE (CONT’D)


Tax effect of tax rate at 20% on first RM500,000 of chargeable income - (17,288) - -Effect on opening balance of deferred tax due to changes in tax rate (99,206) (76,401) (154) (104)

(Over) / Under provision in prior year - Income tax (151,386) 95,641 - (5,758) - Deferred tax 192,975 (95,457) - -

(Taxable) / Deductible temporary difference not recognised (73,880) 216,651 - -

Tax expense 1,864,699 1,652,836 42,172 46,374

Tax exempt income relates to income of one of the subsidiaries which have been granted Multimedia Super Corridor (MSC) status, for which income derived from development of Crosstalk Data Exchange System (e-TALK) and development of Total Electronic Billing System (e-DOC) is exempted from tax.

Subject to the agreement of the Inland Revenue Board:-

(i) the Company has tax exempt income of approximately RM28,478,855 (2008: RM18,647,000) available for distribution as tax exempt dividend; and

(ii) the Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of dividends out of its entire retained earnings without incurring additional tax liability.

31. EARNINGS PER SHARE

(a) Basic Earnings Per Ordinary Share

The basic earnings per ordinary share for the financial year has been calculated based on the consolidated net profit for the financial year divided by the weighted average number of ordinary shares in issue during the financial year.



31. EARNINGS PER SHARE (CONT’D)

(a) Basic Earnings Per Ordinary Share (cont’d)

2009 2008

Consolidated net profit for the financial year (RM) 16,735,498 15,835,189

Weighted average number of ordinary shares in issue (adjusted for bonus issue) 658,350,100 658,100,100

Basic earnings per ordinary share (sen) 2.54 2.41

(b) Diluted Earnings per Ordinary Shares

During the financial year, all of the Company’s ESOS have been fully exercised. There is no effect of dilution to the existing ordinary shares in issue.

2009 2008

Consolidated net profit for the financial year (RM) - 15,835,189

Weighted average number of ordinary shares in issue (adjusted for bonus issue) - 658,100,100Weighted average number of ordinary shares deemed to have been issued for no consideration under Employees’ Share Option Scheme - (5,000)

Adjusted weighted average number of ordinary shares that would have been in issue - 658,095,100

Diluted earnings per ordinary share (sen) - 2.41

32. DIVIDENDS


In respect of the financial year ended 31st December 2009 - First interim dividend of 2.0% tax exempted, on 658,350,100 ordinary shares of RM0.10 each which was paid on 3rd July 2009 1,316,700 -

In respect of the financial year ended 31st December 2007 - Final dividend of 3.5% tax exempted which was paid on 10th June 2008 - 1,152,551



33. RELATED PARTY TRANSACTIONS

During the financial year, the Group has transacted with the following related parties.

The Group also has related party relationships with the following parties.

Identities of related parties Relationships

Efficient Mailcom Sdn. Bhd. Wholly-owned subsidiary

Printegrate Sdn. Bhd. A company which is wholly-owned by Efficient Mailcom Sdn. Bhd.

Efficient Softech Sdn. Bhd. Wholly-owned subsidiary

Efficient International Sdn. Bhd. Wholly-owned subsidiary

Regalia Records Management Sdn. Bhd. An associate

First Leader (Asia) Limited An associate

VPI International Sdn. Bhd. and its subsidiaries (VPI Group)

A company where Shaik Aqmal Bin Shaik Allaudin’s, a Director of the Company, has interest.

Significant Related Party Transaction

In the normal course of business, the Group undertakes transactions with certain related parties as listed above. Set out below are the significant related party transactions for the financial year (in addition to related party disclosures mentioned elsewhere in the financial statements). The related party transactions described below were carried out on negotiated terms and conditions.

GroupName of companies Nature of transactions 2009 2008

RM RM

Efficient Mailcom Sdn. Bhd. Licence fee paid to Efficient Softech Sdn. Bhd. 2,566,400 2,360,770

Consultant fee paid to Efficient Softech Sdn. Bhd. 30,000 -

Purchase of pressure seal forms from Printegrate Sdn. Bhd. 3,511,718 2,887,225

Rental income received from Printegrate Sdn. Bhd. 134,448 67,224

Printegrate Sdn. Bhd. Sales of pressure seal forms to VPI International Sdn. Bhd. 337,580 63,780

Efficient International Sdn. Bhd. Interest receivable from First Leader (Asia) Limited - 78,801



33. RELATED PARTY TRANSACTIONS (CONT’D)

Significant Related Party Transaction (cont’d)

GroupName of companies Nature of transactions 2009 2008

RM RM

Regalia Records Management Sdn. Bhd.

Provision of document archiving and related services to Efficient Mailcom Sdn. Bhd.

4,532 3,841

Rental of vault room for security file storage and related services payable to Efficient Mailcom Sdn. Bhd.

257,655 44,613

VPI International Sdn. Bhd. and its subsidiaries [VPI Group]

Software application developments for data and documents processing and data capture and conversion services and billing of license fee for the usage of e-TALK and e-DOC software applications payable to Efficient Softech Sdn. Bhd.

15,352,570 16,757,645

Data and documents processing and electronic bill presentment services payable to Efficient Mailcom Sdn. Bhd.

2,765,333 554,230

Management fee for the provision of project management / administration of data and document processing and electronic bill presentment services payable to Efficient Mailcom Sdn. Bhd.

144,000 144,000

The directors of the Company are of the opinion that all the transactions above have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.

The outstanding balances with related parties as at 31st December 2009 are as follows:

Group2009 2008RM RM

Trade receivables and other receivablesVPI Group 240,605 5,031,323

Other payablesVPI Group 82,786 59,455



33. RELATED PARTY TRANSACTIONS (CONT’D)

* Compensation of key management personnel

The remuneration of directors (as disclosed in Note 28) and other members of key management during the year was as follows:


Salaries and other emoluments 2,976,042 2,705,845 54,000 52,500Employees Provident Fund 357,201 330,765 - -Social security contributions 15,106 9,950 - -

3,348,349 3,046,560 54,000 52,500

34. SEGMENTAL ANALYSIS

The Group adopts business segment analysis as its primary reporting format and no geographical segment is prepared as the Group operates principally in Malaysia.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Segment capital expenditure comprises additions to property, plant and equipment.

2009 Data and Document Processing

Software Development

Forms Printing

Others Elimination Total

RM RM RM RM RM RM

GroupOperating RevenueExternal sales 49,121,424 15,995,241 337,580 - - 65,454,245Inter-segment sales - 2,566,400 3,511,718 - (6,078,118) -Inter-segment dividends - - - 12,300,000 (12,300,000) -

Total operating revenue 49,121,424 18,561,641 3,849,298 12,300,000 (18,378,118) 65,454,245



34. SEGMENTAL ANALYSIS (CONT’D)



Forms Printing


RM RM RM RM RM RM

GroupResultsProfit from operations 7,870,504 11,985,856 469,760 (2,137,290) - 18,188,830Associated companies - share of results 669,083 - - - - 669,083

Profit before taxation 8,539,587 11,985,856 469,760 (2,137,290) - 18,857,913Interest income 231,625Finance cost (489,341)Taxation (1,864,699)

Profit attributable to shareholders 16,735,498

Net AssetsSegment assets 73,276,104 24,989,871 3,072,634 73,614,224 (64,248,271) 110,704,562Associates - - - 2,940,749 - 2,940,749Tax assets 412,515 974 - 54,373 - 467,862

Total assets 73,688,619 24,990,845 3,072,634 76,609,346 (64,248,271) 114,113,173

Segment liabilities 56,109,205 1,746,303 1,781,001 10,531,142 (54,350,988) 15,816,663Tax liabilities - - 31,727 - - 31,727

Total liabilities 56,109,205 1,746,303 1,812,728 10,531,142 (54,350,988) 15,848,390

Other InformationCapital expenditure 3,133,015 33,964 4,914 - - 3,171,893Amortisation 4,791 186,126 - - - 190,917Depreciation 4,121,963 224,437 149,697 27,254 - 4,523,351






Forms Printing


RM RM RM RM RM RM

GroupOperating RevenueExternal sales 42,462,580 16,904,144 133,379 - - 59,500,103Inter-segment sales - 2,360,770 2,817,626 - (5,178,396) -Inter-segment dividends - - - - - -

Total operating revenue 42,462,580 19,264,914 2,951,005 - (5,178,396) 59,500,103

ResultsProfit from operations 7,504,772 11,693,755 390,055 (1,943,521) - 17,645,061Associated companies - share of results 277,457 - - - - 277,457

Profit before taxation 7,782,229 11,693,755 390,055 (1,943,521) - 17,922,518Interest income 238,686Finance cost (673,179)Taxation (1,652,836)Profit attributable to shareholders 15,835,189

Net AssetsSegment assets 86,822,516 21,163,763 4,067,692 64,096,843 (78,667,083) 97,483,731Associates 196,463 - - 2,075,202 - 2,271,665Tax assets - - - - - 350,293

Total assets 87,018,979 21,163,763 4,067,692 66,172,045 (78,667,083) 100,105,689

Segment liabilities 70,358,523 8,463,335 3,064,669 1,762,990 (68,769,800) 14,879,717Tax liabilities - - - - - 2,405,490

Total liabilities 70,358,523 8,463,335 3,064,669 1,762,990 (68,769,800) 17,285,207






Forms Printing


RM RM RM RM RM RM

GroupOther InformationCapital expenditure 20,847,608 47,327 454,018 - - 21,348,953Amortisation 4,790 165,455 - - - 170,245Depreciation 3,369,211 2,420,262 153,006 27,255 - 5,969,734

35. FINANCIAL INSTRUMENTS

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its risks.

The main areas of financial risks faced by the Group and the policies in respect of the major areas of treasury activities are set out as follows:

(a) Credit Risk

The credit risk is controlled by application of credit approval, limits and monitoring procedures. An internal credit review is conducted if the credit risk is material.

(b) Liquidity And Cash Flow Risks

The Group seeks to achieve a balance between certainty of funding and a flexible, cost-effective borrowing structure. This is to ensure that at the minimum, all projected net borrowing needs are covered by committed facilities. Also, the objective for debt maturity is to ensure that the amount of debt maturing in any one year is not beyond the Group’s means to repay and refinance.

(c) Foreign Currency Risk

The Group is exposed to foreign currency risk as a result of its normal trading activities where the currency denomination differs from the local currency, Ringgit Malaysia (RM). The Group’s policy is to minimise the exposure of transaction risk by matching local currency income against local currency costs.



35. FINANCIAL INSTRUMENTS (CONT’D)

(c) Foreign Currency Risk (cont’d)

GroupFunctional curency 2009 2008

RM RM

Short term fundsUS dollar 214,224 121,078

Other payablesSG dollar 330,000 34,407

(d) Interest Rate Risk

The Group’s policy is to borrow principally on the floating rate basis but to retain a proportion of fixed rate debt. The objectives for the mix between fixed and floating rate borrowings are set to reduce the impact of an upward change in interest rates while enabling benefits to be enjoyed if interest rates fall.

The Group’s primary interest rate risk relates to interest-bearing debt as at 31st December 2009. The investments in financial assets are mainly short term in nature and they are not held for speculative purposes.

Group

Effective interest

rate%

Within 1 year

RM

1-2 yearsRM

2-5 yearsRM

More than 5 years

RM

TotalRM

As at 31/12/2009Financial AssetsDeposits with licensed banks 0.24-3.70 30,471,183 - - - 30,471,183

Financial LiabilitiesHire purchase payable 2.80 95,467 100,916 88,235 - 284,618Term loans 5.55-5.85 870,395 920,282 3,089,599 2,904,045 7,784,321




(d) Interest Rate Risk (cont’d)

Effective interest

rate%

Within 1 year

RM

1-2 yearsRM

2-5 yearsRM

More than 5 years

RM

TotalRM

GROUPAs at 31/12/2008Financial AssetsDeposits with licensed banks 1.20-3.50 6,651,599 - - - 6,651,599

Financial LiabilitiesHire purchase payables 2.30-3.90 73,273 - - - 73,273Term loans 5.00-7.75 745,883 805,581 2,824,659 4,218,515 8,594,638

COMPANYAs at 31/12/2009Financial AssetsDeposits with licensed banks 1.40-1.50 25,422,633 - - - 25,422,633

As at 31/12/2008Financial AssetsDeposits with licensed banks - - - - - -

(e) Fair Values

The carrying amounts of financial assets and liabilities of the Group at the balance sheet date approximated their fair values.

It is not practicable to estimate the fair values of advances to / (from) subsidiary companies due principally to a lack of fixed repayment terms entered into by the parties involved and without incurring excessive costs.




(e) Fair Values (cont’d)

The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:

(i) Cash and Cash Equivalents, Short term investments, Trade Receivables / Payables and Short-term Borrowings

The carrying amounts approximate fair values due to the relatively short term nature of these financial instruments.

(ii) Borrowings

The fair values of the borrowings approximate their respective carrying values on the balance sheet of the Group.

36. CONTINGENT LIABILITY


UnsecuredCorporate guarantee given to financial institutions for banking facilities granted to subsidiary companies 15,100,000 18,218,000


We, the undersigned, being two of the directors of

EFFICIENT E-SOLUTIONS BERHAD

do hereby state that, in the opinion of the directors, the financial statements set out on pages 26 to 74 are drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia for Entities Other Than Private Entities so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31st December 2009 and of their results and cash flows for the year ended on that date.

Signed on behalf of the Board of Directors in accordance with a resolution of the directors.

CHEAH CHEE KONG

VICTOR CHEAH CHEE WAI

Shah AlamDate : 16 April 2010

STATEMENT BY DIRECTORSPursuant to Sub-Section (15) of Section 169 of the Companies Act, 1965


I, CHONG CHEN TONG, being the officer primarily responsible for the financial management of

EFFICIENT E-SOLUTIONS BERHAD

do solemnly and sincerely declare that the financial statements set out on pages 26 to 74 are to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared )by the abovenamed at Kuala Lumpur )In the Federal Territory on ) )16 April 2010 )

CHONG CHEN TONG

Before me,

STATUTORY DECLARATIONPursuant to Sub-Section (16) of Section 169 of the Companies Act, 1965


REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Efficient E-Solutions Bhd., which comprise the balance sheets as at 31st December 2009 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 26 to 74.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF EFFICIENT E-SOLUTIONS BERHAD (Company No. 632479-H)


Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 to give a true and fair view of the financial position of the Group and of the Company as of 31st December 2009 and of their financial performance and cash flows for the year then ended.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purpose.

c) Our audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under subsection (3) of Section 174 of the Companies Act, 1965.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

POH LIONG BAN POH & CO.1195/3/11 (J/PH) Firm Number : AF : 0587Partner Chartered Accountant

Kuala LumpurDate : 16 April 2010

INDEPENDENT AUDITORS’ REPORT (cont’d)

TO THE MEMBERS OF EFFICIENT E-SOLUTIONS BERHAD (Company No. 632479-H)


LIST OF PROPERTIESas at 31st December 2009

Title / LocationDescription / existing use

Tenure/ date of expiry of lease

Date of acquisition by the company/Date of

completion

Approximate age of building

Total land areas

Total built-up area

Net book value as at 31.12.2009

(years) (sq. m) (sq. m) (RM)

HS(M) 7212, Lot No. PT 6724, Tempat B6½, Jalan Klang Lama, Mukim Petaling, Daerah Petaling, Negeri Selangor

Industrial land – end-lot 2½ storey terrace light industrial building / production facility and administration office

Leasehold land expiring on 04.03.2085

14.09.1995 23 222.96 379.04

HS(M) 7213, Lot No. 6725, Tempat B6½, Jalan Klang Lama, Mukim Petaling, Daerah Petaling, Negeri Selangor

Industrial land – 2½ storey terrace light industrial building / production facility and administration office


14.09.1995 23 193.2 309.18 1,213,582

HS(M) 7214, Lot No. 6726, Tempat B6½, Jalan Klang Lama, Mukim Petaling, Daerah Petaling, Negeri Selangor

Industrial land – 2½ storey terrace light industrial building / production facility and administration office


14.09.1995 23 193.2 309.18

HS (D) 142710, PT No. 17655, Mukim Damansara, Daerah Petaling, Negeri Selangor

Industrial land – 3 storey industrial building with 4 storey office building / production facility and administration office

Freehold landand building

30.06.2008 1 8,152.24 12,040.25 28,169,198

Parcel No. 2A-21-1, Level 21, Block 2A, Plaza Sentral Phase II, Jalan Stesen Sentral, 50470 Kuala Lumpur

Commercial office lot / Administration office

Freehold Office Lot 11.07.2006 3 N/A 252.56 1,369,841


ANALYSIS OF SHAREHOLDINGSas at 30 April 2010

SUBSTANTIAL SHAREHOLDERS

NameDirect

Shareholdings%

Indirect Shareholdings

%

Cheah Chee Kong Sdn Bhd 107,795,500 16.37 106,200,000 1 16.13Cheah Chee Kong 9,734,500 1.48 213,995,000 2 32.50Victor Cheah Chee Wai 6,000,000 0.91 213,995,000 2 32.50Cheah Swee Sin Sdn Bhd 106,200,000 16.13 - -Soon Yoke Leng 6,000,000 0.91 106,200,000 3 16.13Ho Choong Lim 500,000 0.08 106,200,000 3 16.13Asian New Century Capital Sdn Bhd 57,416,600 8.72 - -Maju Raya Sdn Bhd 71,896,600 10.92 13,380,700 4 2.03Shaik Aqmal bin Shaik Allaudin 1,600,000 0.24 70,797,300 5 10.75

Notes:

1. Deemed interested by virtue of its shareholdings in Cheah Swee Sin Sdn Bhd (“CSSSB”) pursuant to Section 6A of the Companies Act, 1965

2. Deemed interested by virtue of his shareholdings in Cheah Chee Kong Sdn Bhd (“CCKSB”) and CCKSB’s shareholdings in CSSSB pursuant to Section 6A of the Companies Act,

1965

3. Deemed interested by virtue of his / her shareholdings in CSSSB pursuant to Section 6A of the Companies Act, 1965

4. Deemed interested by virtue of its shareholdings in VPI International Sdn Bhd (“VPI”) pursuant to Section 6A of the Companies Act, 1965

5. Deemed interested by virtue of its shareholdings in VPI and Asian New Century Capital Sdn Bhd pursuant to Section 6A of the Companies Act, 1965

DIRECTORS’ SHAREHOLDINGS

NameDirect

Shareholdings%

Indirect Shareholdings

%

Dato’ Abdul Latif bin Abdullah 8,885,400 1.35 - -Cheah Chee Kong 9,734,500 1.48 213,995,000 1 32.50Victor Cheah Chee Wai 6,000,000 0.91 213,995,000 1 32.50Soon Yoke Leng 6,000,000 0.91 106,200,000 2 16.13Datuk Syed Hussian bin Syed Junid 7,229,800 1.10 - -Shaik Aqmal bin Shaik Allaudin 1,600,000 0.24 70,797,300 3 10.75Ho Hin Choy - - - -

Notes:

1. Deemed interested by virtue of his shareholdings in Cheah Chee Kong Sdn Bhd (“CCKSB”) and CCKSB’s shareholdings in Cheah Swee Sin Sdn Bhd (“CSSSB”) pursuant to Section

6A of the Companies Act, 1965

2. Deemed interested by virtue of her shareholdings in CSSSB pursuant to Section 6A of the Companies Act, 1965

3. Deemed interested by virtue of his shareholdings in VPI International Sdn Bhd and Asian New Century Capital Sdn Bhd pursuant to Section 6A of the Companies Act, 1965


ANALYSIS OF SHAREHOLDINGS (cont’d)

as at 30 April 2010

CLASS OF EQUITY SECURITY

Authorised share capital : RM200,000,000-00Issued & fully paid-up capital : RM65,835,010-00Class of shares : Ordinary shares of RM0.10 eachVoting rights : One vote per ordinary share

DISTRIBUTION OF SHAREHOLDINGS

Holdings No. of Holders Total Holdings %Less than 100 shares 3 100 0.00100 to 1,000 shares 242 47,250 0.011,001 to 10,000 shares 525 4,026,900 0.6110,001 to 100,000 shares 1,174 48,460,750 7.36100,001 to less than 5% of issued shares 283 262,506,900 39.875% and above of issued shares 4 343,308,200 52.15Total 2,231 658,350,100 100.00

THIRTY LARGEST SHAREHOLDERS(without aggregating securities from different securities accounts belonging to the same person)

No Name Shareholding %1 Amsec Nominees (Tempatan) Sdn Bhd 106,500,000 16.18

Ambank (M) Berhad For Cheah Chee Kong Sdn Bhd2 Cheah Swee Sin Sdn Bhd 106,200,000 16.133 Asian New Century Capital Sdn Bhd 57,416,600 8.724 Maju Raya Sdn. Berhad 36,896,600 5.605 Maju Raya Sdn Bhd 35,000,000 5.326 Beh Eng Par 23,060,000 3.507 Perspektif Padu Sdn Bhd 12,106,300 1.848 VPI International Sdn Bhd 10,830,200 1.659 Abdul Latif Bin Abdullah 8,885,400 1.35

10 DB (Malaysia) Nominee (Tempatan) Sendirian Berhad 8,360,000 1.27Exempt An For Kumpulan Sentiasa Cemerlang Sdn Bhd

11 Cheah Chee Kong 8,199,900 1.2512 HSBC Nominees (Asing) Sdn Bhd 7,901,800 1.20

Exempt An For Credit Suisse 13 Syed Hussian Bin Syed Junid 7,229,800 1.10


ANALYSIS OF SHAREHOLDINGS (cont’d)

as at 30 April 2010

THIRTY LARGEST SHAREHOLDERS (CONT’D)(without aggregating securities from different securities accounts belonging to the same person)

No Name Shareholding %14 Victor Cheah Chee Wai 6,000,000 0.9115 Soon Yoke Leng 6,000,000 0.9116 JF Apex Nominees (Tempatan) Sdn Bhd 5,546,300 0.84

Pledged Securities Account For Perspektif Padu Sdn. Bhd. 17 AIBB Nominees (Tempatan) Sdn Bhd 5,256,700 0.80

Pledged Securities Account For Tay Hong Peng18 Syabas Permai Sdn Bhd 4,700,000 0.7119 Amsec Nominees (Tempatan) Sdn Bhd 4,185,800 0.64

Amtrustee Berhad For Pacific Pearl Fund 20 Lim Kian Tick 3,850,000 0.5821 BHLB Trustee Berhad 3,801,200 0.58

TA Small Cap Fund22 Moh Wai Ching 3,775,000 0.5723 Alliancegroup Nominees (Tempatan) Sdn Bhd 3,138,300 0.48

Pledged Securities Account For Tan Aik Pen 24 Mayban Nominees (Tempatan) Sdn Bhd 3,000,000 0.46

HwangDBS Investment Management Bhd For Employees Provident Fund 25 HSBC Nominees (Asing) Sdn Bhd 3,000,000 0.46

Exempt An For HSBC Private Bank (Suisse) S.A. 26 Lau See Mang 2,800,000 0.4327 BHLB Trustee Berhad 2,764,000 0.42

TA Growth Fund28 Tan Aik Pen 2,500,000 0.3829 HSBC Nominees (Tempatan) Sdn Bhd 2,500,000 0.38

HSBC (M) Trustee Bhd For HwangDBS Aiiman Growth Fund30 Lai Meng Chee 2,500,000 0.38


NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 7th Annual General Meeting of the Company will be held at Bangsar Seafood Garden Restaurant, One Bangsar, No 63 Jalan Ara, Bangsar Baru, 59100 Kuala Lumpur on Wednesday, 30 June 2010 at 10:00 a.m. to transact the following businesses:

1 To receive and adopt the audited financial statements for the financial year ended 31 December 2009 and the reports of the directors and auditors thereon

(Resolution 1)

2. To re-elect Vincent Cheah Chee Kong, the managing director who retires in accordance with Article 112 of the Company's Articles of Association

(Resolution 2)

3. To re-elect the following directors who retire in accordance with Article 120 of the Company's Articles of Association:

(i) Datuk Syed Hussian bin Syed Junid (Resolution 3)(ii) Ho Hin Choy (Resolution 4)

4. To re-appoint Messrs Poh & Co as auditors of the Company and to authorise the directors to fix their remuneration (Resolution 5)

Special Business:To consider and if thought fit, pass with or without modification, the following resolutions:

Ordinary Resolutions:5. Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 (Resolution 6)

“That pursuant to Section 132D of the Companies Act, 1965, the directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company for the time being, subject always to the approvals of all the relevant regulatory authorities being obtained for such issue and allotment”.

6. Proposed renewal and additional shareholders’ mandate for recurrent related party transactions of a revenue or trading nature (Resolution 7)

“That pursuant to Paragraph 10.09 of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad, approval be and is hereby given for the Company and/or its subsidiaries (“Group”) to enter into and give effect to any category of recurrent related party transactions of a revenue or trading nature with the related parties as specified in Section 2.2 of the Circular to Shareholders dated 4 June 2010 which are necessary for the Group’s day-to-day operations and/or in the ordinary course of business of the Company and its subsidiary companies terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company.


NOTICE OF ANNUAL GENERAL MEETING (cont’d)

And that authority conferred by this ordinary resolution shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time it will lapse unless authority is renewed by a resolution passed at the next AGM;

(b) the expiration of the period within which the next AGM is to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or

(c) revoked or varied by resolution passed by the shareholders at a general meeting;

whichever is earlier.

And that the directors of the Company be authorized to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or give effect to the Mandate."

7. Special Resolution:Proposed amendments to the Articles of Association of the Company (Resolution 8)

“That the Articles of Association of the Company be amended in the manner set out in section 3 of Circular to Shareholders dated 4 June 2010”

8. To transact any other matter for which due notices shall have been given in accordance with the Company’s Articles of Association and the Companies Act, 1965.

By Order of the Board

ESTHER SOON YOKE LENG MAICSA 7002027ZOE LIM HOON HWA MAICSA 7031771CHONG CHEN TONG MIA 11548Company Secretaries

Selangor Darul Ehsan4 June 2010


Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf.2. A proxy may but need not be a member of the Company and the provision of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply.3. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his shareholding to be represented by each proxy.4. Where a member is an authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least 1 proxy with ordinary shares of the

Company standing to the credit of the said securities account.5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, under its

common seal, or the hand of its attorney duly authorized. 6. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time appointed for holding the Meeting or

adjourned Meeting.

Explanatory Notes on Special Business

7. Resolution 6 The Company had, during the 6th AGM held on 22 June 2009, obtained its shareholders’ approval for the general mandate for issuance of shares pursuant to Section 132D

of the Companies Act, 1965. No share was issued under this mandate obtained.

The proposed resolution 6 is a renewal of the general mandate for issuance of shares by the Company under Section 132D. This mandate, if passed, will empower the directors of the Company to allot and issue shares in the Company up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being for such purposes as they consider would be in the interest of the Company. This would avoid any delay and cost involved in convening a general meeting to specifically approve such an issue of shares for fund raising activities, including but not limited to placing of shares for the purpose of funding future investment project(s), working capital and/or acquisition. This authority, unless revoked or varied at a general meeting will expire at the next AGM of the Company.

8. Resolution 7 The proposed resolution 7, if passed, will enable the Group to enter into recurrent related party transactions of revenue or trading nature which are necessary for the day-to-day

operations, provided such transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders.

Detailed as contained in section 2.2 of the Circular to Shareholders to dated 4 June 2010

9. Resolution 8 The proposed resolution 8, if passed, will enable the Company to update its Articles of Association to be in line with Bursa Securities’ directive on the implementation of

eDividend.

Detailed as contained in section 3 the Circular to Shareholders to dated 4 June 2010

NOTICE OF ANNUAL GENERAL MEETING (cont’d)

This page has been intentionally left balnk

PROXY FORM Number of shares held

I/ We, NRIC/ passport/ Company No.(FULL NAME IN BLOCK LETTERS)

of(FULL ADDRESS)

being a *member/ members of EFFICIENT E-SOLUTIONS BERHAD, hereby appoint

NRIC/ Passport No.(FULL NAME IN BLOCK LETTERS)

of(FULL ADDRESS)

*and/ or failing him/ her, NRIC/ Passport No.(FULL NAME IN BLOCK LETTERS)

of(FULL ADDRESS)

or the Chairman of the Meeting as *my/ our proxy to vote for *me/ us on *my/ our behalf at the 7th Annual General Meeting of the Company to be held at Bangsar Seafood Garden Restaurant, One Bangsar, No. 63 Jalan Ara, Bangsar Baru, 59100 Kuala Lumpur on Wednesday, 30 June 2010 at 10:00 a.m. or any adjournment thereof and to vote as indicated below:-

No. Resolutions For Against1 Adoption of reports and audited financial statements2 Re-election of Vincent Cheah Chee Kong3 Re-election of Datuk Syed Hussian bin Syed Junid4 Re-election of Ho Hin Choy5 Re-appointment of Messrs Poh & Co as auditorsSpecial Business6 Authority to issue shares pursuant to Section 132D7 Renewal and additional shareholders’ mandate8 Amendments to Articles of Association

Dated this day of , 2010

Signature/ Common Seal of Shareholder

* Delete if inapplicable

NOTESi. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. ii. A proxy may but need not be a member of the Company and the provision of Section 149(1) (a) and (b) of the Companies Act, 1965 shall not apply.iii. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his shareholding to be represented by each proxy.iv. Where a member is an authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least 1 proxy with ordinary shares of the

Company standing to the credit of the said securities account.v. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, under its

common seal, or the hand of its attorney duly authorized. vi. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time appointed for holding the Meeting or

adjourned Meeting.

PostageThe Company Secretary

EFFICIENT E-SOLUTIONS BERHAD (632479-H)

No. 3 Jalan Astaka U8/82Taman Perindustrian Bukit Jelutong

Seksyen U8, Bukit Jelutong40150 Shah Alam

Selangor Darul Ehsan

COMMITMENT TO SERVE

Efficient E-Solutions BerhadAnnual Report 2009

Efficient E-Solutions Berhad (632479 H) A

nnual Report 2009

Efficient E-Solutions Berhad (632479 H)

No 3 Jalan Astaka U8/82, Taman Perindustrian Bukit Jelutong, Seksyen U8 Bukit Jelutong, 40150 Shah Alam, Selangor Darul EhsanTel : +603 7845 2555 Fax : +603 7842 3155 Homepage : www.efficient.com.my

®

Documents

COMMITMENT TO SERVE report/EFFICEN-AnnualReport2… · List of Properties 79 Analysis of Shareholdings 80 Notice of Annual General Meeting 83 Proxy Form ... on 22 January 2009. During